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

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.0412.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chairman, with respect to President, Chief Executive Officer or any related Guarantees, an Officer Vice President. The signature of each Subsidiary Guarantor shall sign any of these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If signature of an Officer individual who was at any time a proper officer of the Issuers Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Securities or a Subsidiary Guarantor whose signature is on a Security no longer holds that did not hold such office at the date of such Securities. At any time and from time to time after the Security or the Notation execution and delivery of Guarantee, as the case may be, is authenticatedthis Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. Notwithstanding the provisions of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Company Order otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such Company Order is delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be valid neverthelessdated the date of its authentication. A No Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of an one of its authorized signatory of the Trusteesignatories, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under this Indentureand delivered hereunder. Notwithstanding the foregoing, if any Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture or Indenture. Minor typographical and other minor errors in the related Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities text of any series executed Security shall not affect the validity and enforceability of such Security if it has been duly authenticated and delivered by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, Trustee. The Company shall execute and the Trustee shall authenticate and deliver such one or more Global Securities for original issue upon with respect to each series of Securities that (i) shall represent an Issuer Order for aggregate amount equal to the authentication and delivery aggregate principal amount of the initially issued Securities of such Securities series, (ii) shall be registered in the name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially in the form required in Section 202. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines in good faith that such procedures acceptable to action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. The Depositary must, at all times while it serves as may such Depositary, be specified from time to time by Issuer Order. Such order shall specify a clearing agency registered under the amount of the Securities to be authenticatedExchange Act, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determinedapplicable statute or regulation. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, Neither the Trustee nor any agent shall be entitled to receive (in addition to have any responsibility for any actions taken or not taken by the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:Depositary.

Execution, Authentication, Delivery and Dating. Two Officers of each The Securities shall be executed on behalf of the Issuers Company by one of its Chairman of the Board, its President, its Chief Executive Officer, its Chief Financial Officer or one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries. The signatures of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall sign 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 Securities or did not hold such offices at the date of such Securities. On the Issue Date, the Trustee shall, upon receipt of a Company Order, authenticate and deliver Initial Securities in an aggregate principal amount of $ plus incremental principal amounts of Securities to be issued after the Issue Date pursuant to Section ___of the Plan. In addition, at any time, from time to time, the Trustee shall upon Company Order authenticate and deliver any PIK Securities for an aggregate principal amount specified in such Company Order for such PIK Securities to be issued hereunder. The Initial Securities shall be issued initially (in the form of one or more permanent global securities in definitive, fully registered form (collectively, the “Initial Global Securities”), one of which will bear the Transfer Restriction Legend, representing Securities the beneficial owners of which are Permitted Holders, and at least one of which shall not bear such legend, representing Securities the beneficial owners of which are not Permitted Holders. Additional Securities constituting a PIK Payment with respect to Securities evidenced by a Global Security may be issued by the annotation of an increase in the principal amount of such Global Security or by the issuance of one or more additional Global Securities in definitive, fully registered form (“Additional Global Securities”). Additional Global Securities evidencing a PIK Payment with respect to Transfer Restricted Securities shall constitute Transfer Restricted Securities. Additional Securities constituting interest paid in-kind with respect to Securities evidenced by a Physical Security shall be issued in the form of one or more additional Physical Securities (“Additional Physical Securities”). Additional Physical Securities evidencing interest paid in-kind with respect to Transfer Restricted Securities shall constitute Transfer Restricted Securities. The Initial Global Securities and any Additional Global Securities are collectively referred to herein as “Global Securities.” All Global Securities shall be initially issued in each case without interest coupons and with the Global Security Legend and the OID Legend, shall be deposited on behalf of the purchasers of such Securities represented thereby with the custodian for the Depository and registered in the name of the Depository or a nominee of the Depository, and duly executed by the Company and authenticated by the Trustee as provided in this Indenture. The aggregate principal amount of the Global Securities may from time to time by increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee or as otherwise hereinafter provided. Global Securities that are Transfer Restricted Securities are referred to herein as “Restricted Global Securities” and Global Securities that are not Transfer Restricted Securities are referred to herein as “Unrestricted Global Securities.” Definitive Securities that are Transfer Restricted Securities are referred to herein as “Restricted Definitive Securities,” and Definitive Securities that are not Transfer Restricted Securities are referred to herein as “Unrestricted Definitive Securities.” Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of one of its duly authorized signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 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 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 3.3 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 each Issuer and, with respect to any related GuaranteesTrustee. Unless limited by the terms of such appointment, an Officer of each Subsidiary Guarantor shall sign authenticating agent may authenticate Securities whenever the Notation of Guarantee on behalf of Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Subsidiary Guarantor, in each case by manual agent. An authenticating agent has the same rights as any Security Registrar or facsimile signaturePaying Agent to deal with the Company and its Affiliates. If an Officer of the Issuers or a Subsidiary Guarantor officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security or the Notation of Guarantee, as the case may be, is authenticated, the such Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer and, with respect to Company by its President or one of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Company shall bind the Company, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the Security or the Notation execution and delivery of Guarantee, as the case may be, is authenticatedthis Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. In connection with any Company Order for authentication, an Officers' Certificate and Opinion of Counsel pursuant to Section 1.2 shall not be required. Each Security shall be valid neverthelessdated the date of its authentication. A No Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of an one of its authorized signatory of the Trusteeofficers, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under this Indentureand delivered hereunder. Notwithstanding the foregoing, if any Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers3.8, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:.

Execution, Authentication, Delivery and Dating. Two Officers of each of The Securities and the Issuers Guarantees shall sign the Securities be executed on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary or Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticatedby any Authorized Officer. The signature of any Authorized Officer on the Securities and the Guarantees may be manual or facsimile signatures of the present or any future such authorized Officer and may be imprinted or otherwise reproduced on the Securities. Securities or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper Authorized Officers of the Issuer or Guarantor, as the Security case may be, shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture bind the Issuer or the related GuaranteesGuarantor, if any, notwithstanding that such individuals or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver them have ceased to hold such Security offices prior to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need authentication and delivery of such Securities and Guarantees or did not comply with Section 11.05 and need not be accompanied by an Opinion hold such offices at the date of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture Securities or the related Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer and the Guarantor may deliver Securities of any series series, including the Guarantees, executed by the Issuers (Issuer and if applicablethe Guarantor, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an together with a Issuer Order or Guarantor Order for the authentication and delivery of such Securities and Guarantees, and the Trustee in accordance with the Issuer Order shall authenticate and deliver such Securities. If all the Securities of any series are not to be issued at one time and if the Board Resolution or pursuant to supplemental indenture establishing such series shall so permit, such Issuer Order may set forth procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify for the amount issuance of such Securities and determining the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the particular Securities of such series not otherwise determined. If provided for in such proceduresseries, such Issuer Order may authorize (1) authentication as interest rate, maturity date, date of issuance and delivery of Securities of such series for original issue date from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and which interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writingaccrue. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04)receive, and (subject to TIA Section 7.01315(a) through 315(d)) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by the Chief Executive Officer, with respect to the Chief Financial Officer, the Treasurer, the President or a Vice President of the Company. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these individuals on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be a manual or facsimile signaturesignature of such authorized officer and may be imprinted or otherwise reproduced on the Securities. If Securities bearing the manual or facsimile signatures of an Officer individual who was at any time the proper officer of the Issuers Company shall bind the Company, notwithstanding that such individual shall have ceased to hold such office prior to the authentication and delivery of such Securities or a Subsidiary Guarantor whose signature is on a Security no longer holds that did not hold such office at the date of such Securities. At any time and from time to time after the Security or the Notation execution and delivery of Guarantee, as the case may be, is authenticatedthis Indenture, the Company may deliver Securities, executed by the Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. Each Security shall be valid neverthelessdated the date of its authentication. A No Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.02, duly executed by the Trustee by manual signature of an authorized signatory of the Trusteesignatory, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13, 3.08 together with a written statement (which need not comply with Section 11.05 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture Indenture, such Security shall be deemed never not to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture or the related Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case Company by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case Company by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may beSecurity, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 11.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.012.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0411.4), and (subject to Section 7.017.1) shall be fully protected in conclusively relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary GuarantorCompany, in each case by manual or facsimile signaturesignature (or other electronic means). If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), 12.04) and (subject to Section 7.01) shall be fully protected in conclusively relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chairman, with respect to President, Chief Executive Officer or any related Guarantees, an Officer Vice President. The signature of each Subsidiary Guarantor shall sign any of these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Company shall bind the Company, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the Security or the Notation execution and delivery of Guarantee, as the case may be, is authenticatedthis Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. Notwithstanding the provisions of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Company Order otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such Company Order is delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be valid neverthelessdated the date of its authentication. A No Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of an one of its authorized signatory of the Trusteesignatories, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under this Indentureand delivered hereunder. Notwithstanding the foregoing, if any Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture or Indenture. Minor typographical and other minor errors in the related Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities text of any series executed Security shall not affect the validity and enforceability of such Security if it has been duly authenticated and delivered by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, Trustee. The Company shall execute and the Trustee shall authenticate and deliver such one or more Global Securities for original issue upon with respect to each series of Securities that (i) shall represent an Issuer Order for aggregate amount equal to the authentication and delivery aggregate principal amount of the initially issued Securities of such Securities series, (ii) shall be registered in the name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially in the form required in Section 202. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines in good faith that such procedures acceptable to action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. The Depositary must, at all times while it serves as may such Depositary, be specified from time to time by Issuer Order. Such order shall specify a clearing agency registered under the amount of the Securities to be authenticatedExchange Act, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determinedapplicable statute or regulation. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, Neither the Trustee nor any agent shall be entitled to receive (in addition to have any responsibility for any actions taken or not taken by the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:Depositary.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Securities Guarantees, Notations of Guarantee as to which are to be endorsed on such Securities, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security or Notation of Guarantee shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the any related Guarantees, if any, Securities Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 12.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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 Securities Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and and, if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and upon receipt of a Company Order, the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.012.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.4), and (subject to Section 7.017.1) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related GuaranteesGuarantee, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Securities Guarantees, Notations of Guarantee as to which are to be endorsed on such Securities, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security or Notation of Guarantee shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, Securities Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 12.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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 Securities Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.012.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.4), and (subject to Section 7.017.1) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chairman of the Board, with respect to its President, its Chief Operating Officer or one of its Executive Vice Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Company shall bind the Company, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time the Security or the Notation date of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series series, executed by the Issuers (and if applicableCompany, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and, provided that the Board Resolution or Resolutions and the Trustee shall authenticate and deliver Officer’s Certificate or supplemental indenture or indentures with respect to such Securities for original issue upon an Issuer referred to in Section 3.01 and a Company Order for the authentication and delivery of such Securities, has been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof of such Securities shall authenticate and deliver such Securities. The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to such procedures this Indenture will affect the Trustee’s own rights, duties, liabilities or immunities under the Securities and this Indenture or otherwise in a manner which is not acceptable to the Trustee as or if the Trustee, being advised by counsel, determines that such action may not lawfully be specified from time taken or if the Trustee in good faith shall determine that such action would expose the Trustee to time by Issuer Orderpersonal liability to existing Holders. Such order Each Security shall specify the amount of the Securities to be authenticated, dated the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determinedits authentication. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from No Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in addition to the Issuer Order referred to above form provided for in Section 2.02 or 6.12 executed by or on behalf of the Trustee by the manual signature of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the other documents required by Section 11.04)only evidence, that such Security has been duly authenticated and (subject to Section 7.01) shall be fully protected in relying upon:delivered hereunder.

Execution, Authentication, Delivery and Dating. Two Officers of each The Securities shall be executed by the Company's Chairman of the Issuers shall sign Board, its Chief Executive Officer its President or one of its Executive Vice Presidents, and attested by its Chief Financial Officer or its Secretary. The signature of any of these officers on the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by may be manual or facsimile signaturesignatures and may be imprinted or otherwise reproduced on the Securities. If an Officer Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuers Company shall bind the Company, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Securities did not hold such offices at the date of such Securities. At any time and from time to time after the Security or the Notation execution and delivery of Guarantee, as the case may be, is authenticatedthis Indenture, the Company may deliver the Securities, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. Each Security shall be valid neverthelessdated the date of its authentication. A No Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory of the Trusteesignatory, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13, 3.9 together with a written statement (which need not comply with Section 11.05 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities of each series on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case Company by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver such Company delivers that Security to the Trustee for cancellation as provided in Section 2.13, 2.13 together with a written statement (which need not comply with Section 11.05 10.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such that Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such those Securities for original issue upon an Issuer on a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Orderthose Securities. Such That order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such that series not otherwise determined. If provided for in such those procedures, such Issuer that Company Order may authorize (1) authentication and delivery of Securities of such that series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such those Securities, and accepting the additional responsibilities under this Indenture in relation to such those Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0410.04), and (subject to Section 7.01) shall be fully protected in relying upon:on,

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers General Partner shall sign the Debt Securities on behalf of the each Issuer Partnership and, with respect to any related Guaranteesthe Guarantees of the Debt Securities, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee Debt Securities on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers General Partner or a any Subsidiary Guarantor whose signature is on a Debt Security no longer holds that office at the time the Debt Security or the Notation of Guarantee, as the case may be, is authenticated, the Debt Security shall be valid nevertheless. A Debt Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Debt Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Debt Security has been authenticated and delivered hereunder but never issued and sold by the IssuersPartnership, and the Issuers deliver Partnership delivers such Debt Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Debt Security has never been issued and sold by the IssuersPartnership, for all purposes of this Indenture such Debt Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Partnership may deliver Debt Securities of any series executed by the Issuers (Partnership and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Debt Securities for original issue upon an Issuer a Partnership Order for the authentication and delivery of such Debt Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Partnership Order. Such order shall specify the amount of the Debt Securities to be authenticated, the date on which the original issue of Debt Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Debt Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Partnership Order may authorize (1) authentication and delivery of Debt Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date Issue Date or dates Dates and interest rate or rates) that differ from Debt Security to Debt Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Partnership or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Debt Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive (in addition to the Issuer Partnership Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each An Officer of the Issuers Issuer shall sign the Securities on behalf of for the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the a Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which . The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersIssuer, and the Issuers deliver Issuer delivers such Security to the Trustee for cancellation as provided in Section 2.132.12, together with a written statement (which need not comply with Section 11.05 11.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersIssuer, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Issuer to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to in accordance with such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, authenticated and the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determinedHolders. If provided for in such procedures, such Such Issuer Order (i) may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue issuance date or dates and interest rate or rates) that differ from Security to Security and (2ii) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Issuer or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If Prior to the form or terms issuance of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securitiesany series, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), have received and (subject to Section 7.017.2) shall be fully protected in relying uponon: (1) the Board Resolution, Issuer Order, Officers’ Certificate or supplemental indenture establishing the form or forms of the Securities of such series or of Securities within such series and the terms of the Securities of such series or of Securities within such series, (2) an Officers’ Certificate complying with Section 11.5 and (3) an Opinion of Counsel complying with Section 11.5 which shall state:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case Company by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may beSecurity, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 12.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.012.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.4), and (subject to Section 7.017.1) shall be fully protected in conclusively relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCorporation by its Chairman of the Board, with respect to its Vice Chairman of the Board, its President or one of its Vice Presidents, and attested by its Secretary or one of its Assistant Secretaries. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Corporation shall bind the Corporation, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the Security or the Notation execution and delivery of Guarantee, as the case may be, is authenticatedthis Indenture, the Corporation may deliver Securities executed by the Corporation, having endorsed thereon Guarantees duly executed by the Guarantor, to the Trustee for authentication, together with a Corporation Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Corporation Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. Each Security shall be valid neverthelessdated the date of its authentication. A No Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of an one of its authorized signatory of the Trusteeofficers, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under this Indentureand delivered hereunder. Notwithstanding the foregoing, if any Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersCorporation, and the Issuers Corporation shall deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers3.10, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer and, with respect to any related Guarantees, by an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf Issuer. The signature of such Subsidiary Guarantor, in each case Officer on the Securities may be by manual or facsimile signaturesignature (or other electronic means). If an Officer of the Issuers or a Subsidiary Guarantor Issuer whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersIssuer, and the Issuers deliver Issuer delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersIssuer, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Issuer to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Issuer or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions of the Issuer as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), 12.04) and (subject to Section 7.01) shall be fully protected in conclusively relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Securities Guarantees, Notations of Guarantee as to which are to be endorsed on such Securities, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security or Notation of Guarantee shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the any related Guarantees, if any, Securities Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 12.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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 Securities Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and and, if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.012.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.4), and (subject to Section 7.017.1) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case Company by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 10.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0410.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chief Executive Officer, with respect to any related Guaranteesits Vice Chairman of the Board, an its President, its Chief Financial Officer or one of each Subsidiary Guarantor shall sign its Vice Presidents, under a facsimile of its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. Securities bearing the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Company shall bind the Company notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time the Security or the Notation date of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Additional Securities of any series executed by the Issuers (Company and if having endorsed thereon to the extent applicable, the Notation of Guarantee for such series Subsidiary Guarantees executed as provided in Section 1202 by each the Subsidiary Guarantor with respect to such series) Guarantors to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer together with a Company Order for the authentication and delivery of such Additional Securities or pursuant to with such procedures acceptable to Subsidiary Guarantees endorsed thereon; and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Securities with such Subsidiary Guarantees endorsed thereon as may in this Indenture provided and not otherwise. Each Security shall be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, dated the date on which the original issue of Securities is to be authenticated, the name its authentication. No Security or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee Subsidiary Guarantee shall be entitled to receive (any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in addition to the Issuer Order referred to above form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the other documents required by Section 11.04)only evidence, that such Security has been duly authenticated and (delivered hereunder. The Company shall be entitled, subject to Section 7.01) 301, to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable to such series. The Securities issued on the Issue Date and any Additional Securities shall be fully protected treated as a single series for all purposes under this Indenture. With respect to any Additional Securities, the Company shall provide the Trustee with appropriate evidence that the Additional Securities have been duly authorized and issued and set forth in relying upona Board Resolution and an Officers’ Certificate or such other appropriate evidence that the Additional Securities have been duly authorized and issued, a copy of each of which shall be delivered to the Trustee, containing the following information:

Execution, Authentication, Delivery and Dating. Two Officers of each At least one Officer of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual manual, facsimile or facsimile electronic signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each At least one Officer of the Issuers shall sign Partnership (or, in the Securities case the Partnership is a limited partnership, the General Partner, acting on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor Partnership) shall sign the Notation of Guarantee Notes on behalf of such Subsidiary Guarantorthe Partnership by manual, in each case by manual “pdf” or facsimile other electronically imaged signature. If an Officer of the Issuers or Partnership (or, in the case the Partnership is a Subsidiary Guarantor limited partnership, the General Partner, acting on behalf of the Partnership) whose signature is on a Security Note no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, Note is authenticated, the Security Note shall be valid nevertheless. A Security Note shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, Guarantees or be valid or obligatory for any purpose until authenticated by the manual manual, “pdf” or other electronically imaged signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security Note has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security Note has been authenticated and delivered hereunder but never issued and sold by the IssuersPartnership, and the Issuers deliver Partnership delivers such Security Note to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security Note has never been issued and sold by the IssuersPartnership, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Partnership may deliver Securities Notes of any series executed by the Issuers (Partnership and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities Notes for original issue upon an Issuer a Partnership Order for the authentication (an “Authentication Order”) and delivery of such Securities Notes or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Partnership Order. Such order shall specify the amount of the Securities Notes to be authenticated, the date on which the original issue of Securities Notes is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities Notes of such series not otherwise determined. If provided for in such procedures, such Issuer Partnership Order may authorize (1) authentication and delivery of Securities Notes of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security Note to Security Note and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Partnership or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities 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 SecuritiesNotes, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesNotes, the Trustee shall be entitled to receive (in addition to the Issuer Partnership Order referred to above and the other documents required by Section 11.0412.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and with, if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such seriesthereof) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive provided with (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each An Officer of the Issuers Company shall sign the Securities on behalf of the each Issuer andCompany by manual, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual electronic or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual manual, electronic or facsimile signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 11.06 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, including the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), 11.05) and (subject to Section 7.01) shall be fully protected in conclusively relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andby one of its Chairman of the Board, with respect to any related Guarantees, an Officer its President or one of each Subsidiary Guarantor shall sign its Vice Presidents attested by its Secretary or one of its Assistant Secretaries. Securities bearing the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Issuer shall bind the Issuer, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation any of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled them have ceased to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver hold such Security offices prior to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need authentication and delivery of such Securities or did not comply with Section 11.05 and need not be accompanied by an Opinion hold such offices on the date of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Issuer to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon together with an Issuer Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. In case the Issuer or any Guarantor, pursuant to Article Eight, shall be consolidated, merged with or into any 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 procedures acceptable to consolidation, or surviving such merger, or into which the Issuer or such Guarantor shall have been merged, or the Person which shall have received a sale, assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustee as may be specified from time pursuant to time by Issuer Order. Such order shall specify the amount Article Eight, any of the Securities authenticated or delivered prior to be authenticatedsuch consolidation, the date on which the original issue of Securities is to be authenticatedmerger, the name sale, assignment, conveyance, transfer or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedureslease may, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue 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 certain terms (includingsuch changes in phraseology and form as may be appropriate, without limitationbut otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the Maturity dates or datessuccessor Person, original issue date or dates shall authenticate and interest rate or rates) that differ from Security to Security deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and (2) may authorize authentication and delivery delivered in any new name of a successor Person pursuant to oral this Section in exchange or electronic instructions from substitution for or upon registration of transfer of any Securities, such successor Person, at the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms option of the Holders but without expense to them, shall provide for the exchange of all Securities of at the series have been established time Outstanding for Securities authenticated and delivered in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in such new name. The Trustee may appoint an authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition agent acceptable to the Issuer Order referred to above 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 Issuer and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:its Affiliates.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers shall sign Unless otherwise provided pursuant to Section 3.1, the Securities of any series shall be executed on behalf of the each Issuer and, with respect to any related Guarantees, an Officer Company by one of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer its Chairman of the Issuers Board, its President or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation one of Guarantee, as the case may be, is authenticated, the Security shall be valid neverthelessits Vice Presidents. A Security shall not be entitled to any benefit under this Indenture or the related GuaranteesSecurities and interest coupons, if any, or be valid or obligatory for any purpose until authenticated by on Securities bearing the manual signature or facsimile signatures of an authorized signatory individuals who were at any time the proper officers of the TrusteeCompany shall bind the Company, which signature shall be conclusive evidence notwithstanding that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if such individuals or any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver of them have ceased to hold such Security offices prior to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need authentication and delivery of such Securities or did not comply with Section 11.05 and need not be accompanied by an Opinion hold such offices on the date of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities Securities, together with any interest coupons appertaining thereto, of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. Each Security shall be dated the date of its authentication. No Security of any series shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Unless otherwise provided pursuant to Section 3.1, in case the Company or any Guarantor, pursuant to Article Eight, shall be consolidated, merged with or into any 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 procedures acceptable to 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 sale, assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustee as may be specified from time pursuant to time by Issuer Order. Such order shall specify the amount Article Eight, any of the Securities authenticated or delivered prior to be authenticatedsuch consolidation, the date on which the original issue of Securities is to be authenticatedmerger, the name sale, assignment, conveyance, transfer or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedureslease may, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue 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 certain terms (includingsuch changes in phraseology and form as may be appropriate, without limitationbut 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 Maturity dates or datessuccessor Person, original issue date or dates shall authenticate and interest rate or rates) that differ from Security to Security deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and (2) may authorize authentication and delivery delivered in any new name of a successor Person pursuant to oral this Section in exchange or electronic instructions from substitution for or upon registration of transfer of any Securities, such successor Person, at the Issuers 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 their duly authorized agentPaying Agent to deal with the Company and its Affiliates. The Bearer Securities will be transferable by delivery. Other terms, which instructions shall conditions and restrictions in connection with Bearer Securities will be promptly confirmed in writingas provided pursuant to Section 3.1. If the form or The specific terms of the depositary arrangement with respect to any portion of a series of Securities of the series have been established in or to be represented by a Global Security will be as provided pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:3.1.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each relevant Issuer and, with respect to any related Guarantees, by an Officer of each Subsidiary Guarantor such Issuer, and any Guarantees to be endorsed on the Securities of a particular series shall sign the Notation of Guarantee be executed on behalf of such Subsidiary the Guarantor by an Officer of the Guarantor, in each case by electronic, facsimile or manual or facsimile signature. If Any Global Guarantee shall be executed and delivered on behalf of the Guarantor by an Officer of the Issuers Guarantor, by electronic, facsimile or a Subsidiary Guarantor whose signature is on a manual signature. A facsimile of any Global Guarantee may (but need not) be appended to each Security no longer holds covered by such Global Guarantee. Securities or Guarantees bearing the electronic, facsimile or manual signatures of individuals who were at any time Officers of the relevant Issuer or the Guarantor, as applicable, shall bind the relevant Issuer and the Guarantor, as applicable, notwithstanding that office such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time the Security or the Notation date of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers relevant Issuer may deliver Securities of any series executed by the Issuers (and relevant Issuer and, if applicable, endorsed with any Guarantees of the Notation Securities of Guarantee for such series executed by or with a facsimile of any Global Guarantees relating to the Securities of such series appended, in each Subsidiary Guarantor with respect to such series) case, to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon together with an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to Securities, and the Trustee as may be specified from time to time by Issuer Order. Such order shall specify in accordance with the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication shall authenticate and delivery of deliver such Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates any Guarantees endorsed thereon or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writingappended thereto. If the form or terms of the Securities of the series have been established in by or pursuant to one or more Board Resolutions board resolutions as permitted by Section 2.01201 and Section 301, in authenticating such Securities, Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04)receive, and (subject to Section 7.01601) shall be fully protected in relying upon:, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case Company by manual or facsimile PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the principal amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), ) and (subject to Section 7.01) shall be fully protected in conclusively relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signatureCompany. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office or position at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel10.05) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original auZinal issue from time to time, with certain terms (including, without limitation, the Maturity dates or datesdate, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0410.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chief Executive Officer, with respect to its President, its Chief Financial Officer, its Chief Accounting Officer, one of its Managing Directors, one of its Directors or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Company shall bind the Company and the Guarantor, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time date of such Securities. On the Security or the Notation of Guarantee, as the case may be, is authenticatedIssue Date, the Trustee shall, upon receipt of a Company Order, authenticate and deliver the Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that such Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. Each Security shall be valid neverthelessdated the date of its authentication. A No Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, Guarantee or be valid or obligatory for any purpose until authenticated unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory of the Trusteesignature, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under this Indentureand delivered hereunder. Notwithstanding the foregoing, if any Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers310, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:Guarantee.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Capital Securities shall sign the Securities be executed on behalf of the each Issuer and, with respect Company by any two Directors or by one Director and Secretary to the Company. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Capital Securities may be manual or facsimile. Capital Securities bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Company shall bind the Company, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation any of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled them have ceased to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver hold such Security offices prior to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 authentication and need not be accompanied by an Opinion delivery of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anyCapital Securities. At any time and from time to time after the execution and delivery of this Capital Securities Indenture, the Issuers Company may deliver Capital Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer together with a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to Capital Securities, and the Trustee as may be specified from time to time by Issuer Orderin accordance with the Company Order shall authenticate and deliver such Capital Securities. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in In authenticating such Securities, Capital Securities and accepting the additional responsibilities under this Capital Securities Indenture in relation to such Securities, Capital Securities the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04)receive, and (subject to Section 7.016.01) 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 Capital Securities Indenture. The Trustee shall not be required to authenticate such Capital Securities if the issue of such Capital Securities pursuant to this Capital Securities Indenture will affect the Trustee's own rights, duties or immunities under the Capital Securities and this Capital Securities Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Each registered Capital Security shall be dated the date of its authentication. No Capital Security shall be entitled to any benefit under this Capital Securities Indenture or be valid or obligatory for any purpose unless there appears on such Capital Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Capital Security shall be conclusive evidence, and the only evidence, that such Capital Security has been duly authenticated and delivered hereunder and that such Capital Security is entitled to the benefits of this Capital Securities Indenture.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chairman, with respect to President, Chief Executive Officer or any related Guarantees, an Officer Vice President. The signature of each Subsidiary Guarantor shall sign any of these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If signature of an Officer individual who was at any time a proper officer of the Issuers Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Securities or a Subsidiary Guarantor whose signature is on a Security no longer holds that did not hold such office at the date of such Securities. At any time and from time to time after the Security or the Notation execution and delivery of Guarantee, as the case may be, is authenticatedthis Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. Notwithstanding the provisions of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Company Order otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such Company Order is delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be valid neverthelessdated the date of its authentication. A No Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of an one of its authorized signatory of the Trusteesignatories, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under this Indentureand delivered hereunder. Notwithstanding the foregoing, if any Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture or Indenture. Minor typographical and other minor errors in the related Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities text of any series executed Security shall not affect the validity and enforceability of such Security if it has been duly authenticated and delivered by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, Trustee. The Company shall execute and the Trustee shall authenticate and deliver such one or more Global Securities for original issue upon with respect to each series of Securities that (i) shall represent an Issuer Order for aggregate amount equal to the authentication and delivery aggregate principal amount of the initially issued Securities of such Securities series, (ii) shall be registered in the name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially in the form required in Section 202. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines in good faith that such procedures acceptable to action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. The Depositary must, at all times while it serves as may such Depositary, be specified from time to time by Issuer Order. Such order shall specify a clearing agency registered under the amount of the Securities to be authenticatedExchange Act, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determinedapplicable statute or regulation. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, Neither the Trustee nor any agent shall be entitled to receive (in addition to have any responsibility for any actions taken or not taken by the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:Depositary

Execution, Authentication, Delivery and Dating. Two Officers of each An Officer of the Issuers Issuer shall sign the Debt Securities on behalf of the each Issuer and, with respect to any related Guaranteesthe Guarantee of the Debt Securities, an Officer of each Subsidiary Guarantor the Parent shall sign the Notation of Guarantee Debt Securities on behalf of such Subsidiary Guarantorthe Parent, in each case by manual or facsimile signature. If an Officer of the Issuers Issuer or a Subsidiary Guarantor the Parent whose signature is on a Debt Security no longer holds that office at the time the Debt Security or the Notation of Guarantee, as the case may be, is authenticated, the Debt Security shall be valid nevertheless. A Debt Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, Guarantee or be valid or obligatory for any purpose until it is authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Debt Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Debt Security has been authenticated and delivered hereunder but never issued and sold by the IssuersIssuer, and the Issuers deliver Issuer delivers such Debt Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement an Officer’s Certificate (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Debt Security has never been issued and sold by the IssuersIssuer, for all purposes of this Indenture such Debt Security 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, if anyGuarantee. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Debt Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Issuer to the Trustee for authentication, and the Trustee shall authenticate and deliver such Debt Securities for original issue upon an Issuer Order for the authentication and delivery of such Debt Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Debt Securities to be authenticated, the date on which the original issue of Debt Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Debt Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Debt Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Debt Security to Debt Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Issuer or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Debt Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and with, if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such seriesthereof) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:date

Execution, Authentication, Delivery and Dating. Two Officers Upon the execution and delivery of each of this Agreement, and at any time and from time to time thereafter, the Issuers shall sign Company may deliver Security Certificates executed by the Securities Company to the Agent for authentication, execution on behalf of the each Holders and delivery, together with its Issuer andOrder for authentication of such Security Certificates, and the Agent in accordance with respect to any related Guaranteessuch Issuer Order shall authenticate, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee execute on behalf of the Holder and deliver such Subsidiary GuarantorSecurity Certificates. The Security Certificates shall be executed on behalf of the Company by its Chairman of the Board, in each case its Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Security Certificates may be manual or facsimile. Security Certificates bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Company shall bind the Company, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on any of them have ceased to hold such of flees prior to the authentication and delivery of such Security Certificates or did not hold such of rices at the date of such Security Certificates. No Purchase Contract underlying a Security no longer holds that office at the time the evidenced by a Security or the Notation of Guarantee, as the case may be, is authenticated, the Security Certificate shall be valid nevertheless. A until such Security shall not be entitled to any benefit under this Indenture or Certificate has been executed on behalf of the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated Holder by the manual signature of an authorized signatory of the TrusteeAgent, which as such Holder's attorney-in-fact. Such signature by an authorized signatory of the Agent shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver Holder of such Security to Certificate has entered into the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied Purchase Contracts underlying the Securities evidenced by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Certificate. Each Security Certificate 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, dated the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determinedits authentication. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from No Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee Certificate shall be entitled to receive (any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Security Certificate a certificate of authentication substantially in addition to the Issuer Order referred to above form provided for herein executed by an authorized signatory of the Agent by manual signature, and such certificate upon any Security Certificate shall be conclusive evidence, and the other documents required by Section 11.04)only evidence, that such Security Certificate has been duly authenticated and (subject to Section 7.01) shall be fully protected in relying upon:delivered hereunder.

Execution, Authentication, Delivery and Dating. Two Officers of each An Officer of the Issuers Issuer shall sign the Debt Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Issuer whose signature is on a Debt Security no longer holds that office at the time the Debt Security or the Notation of Guarantee, as the case may be, is authenticated, the Debt Security shall be valid nevertheless. A Debt Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, Guarantees or be valid or obligatory for any purpose until it is authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Debt Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Debt Security has been authenticated and delivered hereunder but never issued and sold by the IssuersIssuer, and the Issuers deliver Issuer delivers such Debt Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Debt Security has never been issued and sold by the IssuersIssuer, for all purposes of this Indenture such Debt Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Debt Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Issuer to the Trustee for authentication, and the Trustee shall authenticate and deliver such Debt Securities for original issue upon an Issuer Order for the authentication and delivery of such Debt Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Debt Securities to be authenticated, the date on which the original issue of Debt Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Debt Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Debt Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Debt Security to Debt Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Issuer or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Debt Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chairman of the Board, with respect to its Chief Executive Officer, its President, its Chief Financial Officer, one of its Vice Presidents or its Treasurer, and attested by its Secretary or one of its Assistant Secretaries. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these Officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signaturesignatures 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 Securities. Upon the initial issuance of the Securities and at any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities. The Company Order shall specify the amount of Securities to be authenticated, and shall further specify the amount of such Securities to be issued as a Global Security or as Physical Securities. If an Officer of Physical Securities are to be authenticated such Company Order shall also specify the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of GuaranteeHolders of, and delivery instructions for, such Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities as the case may be, is authenticated, the in this Indenture provided and not otherwise. Each Security shall be valid neverthelessdated the date of its authentication. A No Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory of the Trusteesignature, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under this Indentureand delivered hereunder. Notwithstanding the foregoing, if any Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers3.09, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer and, with respect to Company by any related Guarantees, an Officer two members of each Subsidiary Guarantor shall sign the Notation Managing Board. The signature of Guarantee any of these officers on behalf of such Subsidiary Guarantor, in each case by the Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Company shall bind the Company, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time the Security or the Notation date of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (Company and if applicable, having endorsed thereon the Notation of Guarantee for such series Subsidiary Guaranties executed pursuant to Section 13.2 by each the Subsidiary Guarantor with respect to such series) Guarantors to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer together with a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to with the Subsidiary Guaranties of the Subsidiary Guarantors endorsed thereon; and the Trustee as may be specified from time to time by Issuer Order. Such order in accordance with such Company Order shall specify authenticate and deliver such Securities with the amount Subsidiary Guaranties of the Securities to Subsidiary Guarantors endorsed thereon as in this Indenture provided and not otherwise. Each Security shall be authenticated, dated the date on which the original issue of Securities is to be authenticated, the name its authentication. No Security or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee Subsidiary Guaranty endorsed thereon shall be entitled to receive (any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in addition to the Issuer Order referred to above form provided for herein executed by the Trustee by the manual signature of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the other documents required by Section 11.04)only evidence, that such Security and (subject to Section 7.01) shall be fully protected in relying upon:the Subsidiary Guaranty endorsed thereon have been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. Two Officers of each An Officer of the Issuers Issuer shall sign the Securities on behalf of the each Issuer and, with respect to any related Securities Guarantees, Notations of Guarantee as to which are to be endorsed on such Securities, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Issuer or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security or Notation of Guarantee shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the any related Guarantees, if any, Securities Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersIssuer, and the Issuers deliver Issuer delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 12.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersIssuer, for all purposes of this Indenture such Security 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 Securities Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Securities of any series executed by the Issuers Issuer (and and, if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Issuer or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.012.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.4), and (subject to Section 7.017.1) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signatureCompany. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office or position at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or including the related Guarantees, if any, Guarantee or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel12.05) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture or including the related Guarantees, if anyGuarantee. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or datesdate, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andby the Chairman of the Board of Directors, with respect to a Vice Chairman of the Board of Directors, or the President, Chief Executive Officer, one of the Vice Presidents, or the managing member of the Issuer, under the seal of the Issuer (or the managing member thereof, if applicable) reproduced thereon. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these Persons on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of Persons who were at any time the proper officers of the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security Issuer (or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guaranteesmanaging member thereof, if anyapplicable) shall bind the Issuer, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating notwithstanding that such Security has never been issued Persons or any of them have ceased to hold such offices or to be the managing member after the authentication and sold by the Issuers, for all purposes delivery of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Securities of any series series, executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Issuer to the Trustee for the Securities of such series for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon together with an Issuer Order for the authentication and delivery of such Securities, which Issuer Order shall set forth the number of separate Securities or pursuant to such procedures acceptable to certificates, the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the principal amount of each of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name registered Holder of each of such Securities and delivery instructions, and such Trustee, in accordance with the Issuer Order, shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section 303 and Section 304, the notation of a beneficial owner’s interest therein upon original issuance of such Security or names upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the initial Holder or Holders and any other terms original issuance of such beneficial owner’s interest in such permanent Global Security. If all the Securities of any one series are not to be issued at one time and if a Board Resolution of the Issuer relating to such series not otherwise determined. If provided for in such proceduresSecurities shall so permit, such Issuer Order may authorize (1) authentication and delivery of Securities set forth procedures acceptable to the Trustee for the issuance of such series for original issue from time to timeSecurities, with certain terms (including, without limitation, procedures with respect to interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. Notwithstanding any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary for the Maturity dates or datesIssuer to deliver the Board Resolution, original issue date or dates Officers’ Certificate and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery Opinion of Counsel otherwise required pursuant to oral Sections 102 and 301 at or electronic instructions from prior to the Issuers time of authentication of each Security of such series if such documents are delivered at or their duly authorized agent, which instructions prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be promptly confirmed in writingdated the date of its authentication. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee No Security shall be entitled to receive (any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in addition the form provided for herein manually executed by the Trustee for such Security or on its behalf pursuant to the Issuer Order referred to above Section 614, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. In case any Securities shall have been authenticated, but not delivered, by the Trustee or the Authenticating Agent for such series 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 Securities so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent had itself authenticated such Securities. Each Depositary designated for a Global Security 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 documents required applicable statute or regulation. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 303 if the Trustee, being advised by Section 11.04)counsel, and (subject determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to Section 7.01) shall be fully protected in relying upon:personal liability to existing Holders.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related GuaranteesGuarantee, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Debt Securities shall sign the Securities be executed on behalf of the each Issuer and, with respect by any one of its officers. The Debt Securities shall be so executed and attested to by its Secretary or any related Guarantees, an Officer one of each Subsidiary Guarantor shall sign its Assistant or Deputy Secretaries. The signature of any of these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Debt Securities may be manual or facsimile. Debt Securities bearing the manual or facsimile signature. If an Officer signatures of the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office individuals who were at the time of signature the Security proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Notation authentication and delivery of Guarantee, as such Debt Securities or did not hold such offices at the case may be, is authenticateddate of such Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Security Issuer may deliver Debt Securities as executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Debt Securities, and the Trustee, in accordance with the Issuer Order, shall be valid neverthelessauthenticate and deliver such Debt Securities. A Security No Debt Security, or Guarantees endorsed thereon, shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein executed by manual signature by the manual signature Trustee or in the name of an authorized signatory of the Trusteesuch Trustee pursuant to Section 311, which signature and such certificate upon any Debt Security shall be conclusive evidence evidence, and the only evidence, that the such Debt Security has been duly authenticated under this Indentureand delivered hereunder. Notwithstanding the foregoing, if any Debt Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersIssuer, and the Issuers Issuer shall deliver such Debt Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers308, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture Indenture. In case any Debt Securities shall have been authenticated, but not delivered, by the Trustee or the related GuaranteesAuthenticating 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 Debt Securities so authenticated with the same effect as if anysuch successor Trustee or successor Authenticating Agent had itself authenticated such Debt Securities. So long as the Depositary for a Global Security, or its nominee, is the registered owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the Debt Securities represented by such Global Security for all purposes hereunder. Except as provided herein, owners of beneficial interests in a Global Security will not be entitled to have Debt Securities represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of Definitive Securities, and will not be considered the owners or Holders thereof hereunder. Each Depositary for a Global Security must at the time of its designation and at all times while it serves as such Depositary be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. At any time and from time the request of the Trustee in writing delivered to time after the Paying Agent, the Paying Agent shall notify the Trustee in writing of the total aggregate principal amount of Debt Securities Outstanding as of the date specified in the Trustee’s request. Reference is made to Section 1202 concerning the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:Guarantees.

Execution, Authentication, Delivery and Dating. Two Officers of each An Officer of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the stated Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each One Officer of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case Company by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may beSecurity, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 11.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.012.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0411.4), and (subject to Section 7.017.1) shall be fully protected in conclusively relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities of each series on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case Company by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver such Company delivers that Security to the Trustee for cancellation as provided in Section 2.13, 2.13 together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such that Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such those Securities for original issue upon an Issuer on a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Orderthose Securities. Such That order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such that series not otherwise determined. If provided for in such those procedures, such Issuer that Company Order may authorize (1) authentication and delivery of Securities of such that series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such those Securities, and accepting the additional responsibilities under this Indenture in relation to such those Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:on,

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by an Authorized Officer and need not be attested or have its corporate seal reproduced thereon. The signature of an Authorized Officer on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at 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 Securities or did not hold such offices at the date of such Securities. Unless otherwise specified as contemplated by Section 3.01 with respect to any related Guaranteesseries of Securities, an Officer of or any Tranche thereof, each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid neverthelessdated the date of its authentication. A Unless otherwise specified as contemplated by Section 3.01 with respect to any series of Securities, or any Tranche thereof, no Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of an one of its authorized signatory of the Trusteesignatories, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under this Indentureand delivered hereunder. Notwithstanding the foregoing, if (a) any Security has shall have been authenticated and delivered hereunder to the Company, or any Person acting on its behalf, but shall never have been issued and sold by the IssuersCompany, and (b) the Issuers Company shall deliver such Security to the Trustee Security Registrar for cancellation or shall cancel such Security and deliver evidence of such cancellation to the Trustee, in each case as provided in Section 2.133.09, together with and (c) the Company, at its election, shall deliver to the Trustee a written statement (which need not comply with Section 11.05 1.04 and need not be accompanied by an Officer’s Certificate or an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, then, for all DC1 - 221297.15 purposes of this Indenture Indenture, such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:hereof.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chairman of the Board, with respect to its Vice Chairman of the Board, Chief Executive Officer, its President or one of its Vice Presidents or one of its directors. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, Securities may be manual or facsimile. The signatures required hereby may in each case be the manual signatures of any person duly delegated by a director. Securities bearing the manual or facsimile signature. If an Officer signatures of the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office individuals who were at the any time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if any. proper At any time and from time to time after the execution and delivery of this IndentureFiscal Agency Agreement, the Issuers Company may deliver Securities of any series executed by the Issuers Company and having endorsed (and if applicable, by attachment or imprint) thereon the Notation of Guarantee for such series Guarantees executed as provided in Section 12.2 by each Subsidiary the Guarantor with respect to such series) to the Trustee Fiscal Agent for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer together with a Company Order for the authentication and delivery of such Securities with such Guarantees endorsed thereon; and the Fiscal Agent in accordance with such Company Order shall authenticate and deliver such Securities with such Guarantees endorsed thereon as in this Fiscal Agency Agreement provided and not otherwise. Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Fiscal Agency Agreement or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Fiscal Agent by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and that each Guarantee endorsed thereon has been duly endorsed thereon and delivered hereunder. The Fiscal Agent may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Fiscal Agent may do so, other than upon original issuance or pursuant to Section 3.6. Each reference in this Agreement to authentication by the Fiscal Agent includes authentication by such procedures acceptable agent. An authenticating agent has the same rights as an Agent to deal with the Company. The Company shall be entitled, subject to Section 3.1, to issue Additional Securities under this Fiscal Agency Agreement which shall have identical terms as the Securities of any series issued on the Issue Date, other than with respect to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the date of issuance, issue price and -55- 62 amount of interest payable on the first payment date applicable to such series. The Securities to be authenticated, of any series issued on the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders Issue Date and any other terms of the Additional Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions treated as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities a single class for all purposes under this Indenture in relation Fiscal Agency Agreement. With respect to such any Additional Securities, the Trustee Company shall set forth in a Board Resolution and an Officer's Certificate, a copy of each of which shall be entitled to receive (in addition delivered to the Issuer Order referred to above and Fiscal Agent, the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying uponfollowing information:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andby any of two of its directors or by one director and the group secretary of the Issuer. The signature of any of these officers on the Securities may be manual or facsimile or, as and to the extent required by the Depositary, manual. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Senior Indenture, the Issuer may deliver Securities of any series as executed by the Issuer to the Senior Trustee for the Securities of such series for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and such Senior Trustee, in accordance with such Issuer Order, shall authenticate and deliver such Securities. If any Security shall be represented by a global Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner’s interest in such global Security. If all the Securities of any one series are not to be issued at one time and if a Board Resolution or indenture supplemental hereto relating to such Securities shall so permit, such Issuer Order may set forth procedures acceptable to the Senior Trustee for the issuance of such Securities, including without limitation, procedures with respect to interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. Such procedures may authorize authentication and delivery pursuant to electronic instruction from the Issuer or its duly authorized agent. Notwithstanding any related Guaranteescontrary provision herein, an Officer if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution and/or indenture supplemental hereto, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Sections 1.02 and 3.01 at or prior to the time of authentication of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf Security of such Subsidiary Guarantor, in each case by manual series if such documents are delivered at or facsimile signature. If an Officer prior to the authentication upon original issuance of the Issuers or first Security of such series to be issued; provided that it shall be necessary to deliver such documents in connection with any reopening of a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation series of Guarantee, as the case may be, is authenticated, the Securities. Each Security shall be valid neverthelessdated the date of its authentication. A No Security shall not be entitled to any benefit under this Senior Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by manual signature by the manual signature Senior Trustee for such Security or in the name of an authorized signatory of the Trusteesuch Senior Trustee by any Authenticating Agent pursuant to Section 3.14, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under this Indentureand delivered hereunder. Notwithstanding the foregoing, if any Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersIssuer, and the Issuers Issuer shall deliver such Security to the Senior Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers3.09, for all purposes of this Senior Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture Senior Indenture. Any global Security shall, unless otherwise provided therein, be delivered to a Depositary designated pursuant to Section 3.01. Each Depositary designated pursuant to Section 3.01 for a global Security must at the time of its designation and at all times while it serves as such Depositary be a clearing agency registered under the Exchange Act and any other applicable statute or the related Guarantees, if anyregulation. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the The Senior Trustee shall have the right to decline to authenticate and deliver any Securities if the Senior Trustee, being advised by counsel, determines that such Securities for original issue upon an Issuer Order for action may not lawfully be taken or if the authentication and delivery of Senior Trustee in good faith shall determine that such Securities action would expose the Senior Trustee to personal liability to existing Holders or pursuant to such procedures would affect the Senior Trustee’s own rights, duties or immunities under the Securities, this Senior Indenture or otherwise in a manner which is not reasonably acceptable to the Senior Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for acting in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:good faith.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Issuer shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Issuer or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersIssuer, and the Issuers deliver Issuer delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersIssuer, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Securities of any series executed by the Issuers Issuer (and with, if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such seriesthereof) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Issuer or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive provided with (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Securities and any Note Guarantee to be endorsed thereon shall sign the Securities be executed on behalf of the each Issuer andor the related Guarantor, with respect to any related Guaranteesas applicable, an Officer by the Chairman, President or one of each Subsidiary Guarantor shall sign the Notation Vice Presidents, Treasurer or Secretary of Guarantee the Issuer or the General Partner on behalf of the Issuer, or such Subsidiary Guarantor, in each case by and may (but need not) have the Issuer’s, General Partner’s or the Guarantor’s, as applicable, corporate seal or a facsimile thereof reproduced thereon. The signature of any of these officers on the Securities may be manual or facsimile. Securities and any related Note Guarantees bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Issuer, any Guarantor or a Subsidiary Guarantor whose signature the General Partner on behalf of the Issuer, as applicable, shall, to the fullest extent permitted by law, bind the Issuer or such Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or the Securities upon which any such Note Guarantee is on a Security no longer holds that office endorsed or did not hold such offices at the time the Security date of such Securities or the Notation of any such related Note Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Issuer to the Trustee for authentication, ; provided that the Board Resolutions and the Trustee shall authenticate and deliver Officer’s Certificate or supplemental indenture or indentures with respect to such Securities for original issue upon referred to in Section 301 and an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable have been delivered to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticatedTrustee, the date on which Trustee in accordance with the original issue Issuer Order and subject to the provisions hereof and of such Securities is to be authenticated, the name or names of the initial Holder or Holders shall authenticate and any other terms of deliver such Securities. If all the Securities of any series are not to be issued at one time and if the Board Resolution, Officer’s Certificate or supplemental indenture establishing such series not otherwise determined. If provided for in such proceduresshall so permit, such Issuer Order may authorize (1) authentication set forth procedures for the issuance of such Securities and delivery determining the terms of particular Securities of such series for original issue from time to timeseries, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and such as interest rate or rates) that differ formula, maturity date, date of issuance and date from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions interest shall be promptly confirmed in writingaccrue. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04)receive, and (subject to Section 7.01Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon:,

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Guaranteesthe Guarantees of the Securities, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee Securities on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (Company and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer such Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case Company by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.012.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0411.4), and (subject to Section 7.017.1) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two One or more Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case Company by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 11.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.012.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0411.4), and (subject to Section 7.017.1) shall be fully protected in conclusively relying upon:

Execution, Authentication, Delivery and Dating. Two Officers The Securities shall be executed on behalf of each of the Applicable Issuers shall sign by one of their respective Authorized Officers. The signature of such Authorized Officer on the Securities on behalf of may be manual or facsimile. Securities bearing the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer signatures of individuals who were at any time the Authorized Officers of the Issuers Issuer or a Subsidiary Guarantor whose signature is on a Security no longer holds the Co-Issuer, as applicable, shall bind the Issuer and the Co-Issuer, notwithstanding the fact that office such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time the Security or the Notation date of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature issuance of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer and the Co-Issuer may deliver Securities of any series executed by the Applicable Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee or the Authenticating Agent for authentication, authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Securities for original issue Securities. Each Security authenticated and delivered by the Trustee or the Authenticating Agent upon an Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Securities that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the authentication and delivery date of such their authentication. Securities issued upon transfer, exchange or pursuant to such procedures acceptable to replacement of other Securities shall be issued in Minimum Denominations reflecting the Trustee as may be specified from time to time by Issuer Order. Such order original Aggregate Outstanding Amount of the Securities so transferred, exchanged or replaced, but shall specify represent only the current Outstanding principal amount of the Securities so transferred, exchanged or replaced. In the event that any Security is divided into more than one Security in accordance with this Article II, the original principal amount of such Security shall be proportionately divided among the Securities delivered in exchange therefor and shall be deemed to be authenticated, the date on which the original issue of Securities is to be authenticatedaggregate principal amount (or original aggregate face amount, the name or names of the initial Holder or Holders and any other terms of the Securities as applicable) of such series not otherwise determinedsubsequently issued Securities. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from No Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a Certificate of Authentication, substantially in addition to the Issuer Order referred to above form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their authorized signatories, and such certificate upon any Security shall be conclusive evidence, and the other documents required by Section 11.04)only evidence, that such Security has been duly authenticated and (subject to Section 7.01) shall be fully protected in relying upon:delivered hereunder.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signatureCompany. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office or position at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or including the related Guarantees, if any, Guarantee or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel11.05) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture or including the related Guarantees, if anyGuarantee. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or datesdate, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chairman of the Board, with respect to any related Guaranteesits Vice Chairman of the Board, an Officer its Chief Executive Officer, its President or one of each Subsidiary Guarantor shall sign its Vice Presidents, under a facsimile of its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. Any such signature may be manual or facsimile. Securities bearing the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer signature of individuals who were at any time the proper officers of the Issuers Company shall bind the Company, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have -80- 92 ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time the Security or the Notation date of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee or to its order for authenticationauthentication (or to the Paying Agent in London, and in the Trustee shall authenticate and deliver such case of Bearer Securities for original issue upon an Issuer or the Temporary Global Bearer Security), together with a Company Order for the authentication and delivery of such Securities, and the Trustee or an Authenticating Agent in accordance with such Company Order shall authenticate and make available for delivery such Securities or as in this Indenture provided and not otherwise. In connection with any Company Order for authentication, an Officers' Certificate and Opinion of Counsel pursuant to Section 1.2 shall not be required. Each Bearer Security and the Temporary Global Bearer Security shall be dated as of October 5, 1995. Each Registered Security shall be dated the date of its authentication. No Security (or coupon attached thereto) shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such procedures acceptable to Security a certificate of authentication substantially in the form provided for herein executed by the Trustee as may be specified from time to time or an Authenticating Agent by Issuer Order. Such order shall specify the amount manual signature of the Securities to be authenticatedan authorized signatory, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and such certificate upon any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writingconclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions Except as permitted by Section 2.013.4 or 3.6, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, neither the Trustee nor an Authenticating Agent shall be entitled to receive (in addition to the Issuer Order referred to above authenticate and the other documents required by Section 11.04), make available for delivery any Bearer Security unless all coupons appurtenant thereto for interest then matured have been detached and (subject to Section 7.01) shall be fully protected in relying upon:canceled.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Note Issuer and, with respect to by any related Guarantees, an Officer officer or officers of each Subsidiary Guarantor shall sign the Notation Note Issuer thereunder duly authorized. The signature of Guarantee any of these officers on behalf of such Subsidiary Guarantor, in each case by the Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Note Issuer shall bind the Note Issuer, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time the Security or the Notation date of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Note Issuer may deliver Securities of any series executed by the Issuers (Note Issuer and if applicable, having endorsed thereon the Notation of Guarantee for such series Guaranties executed pursuant to Section 13.2 by each Subsidiary Guarantor with respect to such series) the Guarantors to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an together with a Note Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to with the Guaranties of the Guarantors endorsed thereon; and the Trustee in accordance with such Note Issuer Order shall authenticate and deliver such Securities with the Guaranties of the Guarantors endorsed thereon as may be specified in this Indenture provided and not otherwise. At any time and from time to time by Issuer Order. Such order shall specify after the amount execution and delivery of this Indenture and after the effectiveness of a registration statement under the Securities to be authenticatedAct with respect thereto, the date on which Note Issuer may deliver Exchange Securities executed by the original issue of Securities is Note Issuer to be authenticatedthe Trustee for 47 EXECUTION 57 authentication, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such together with a Note Issuer Order may authorize (1) for the authentication and delivery of such Exchange Securities and a like principal amount of Initial Securities for cancellation in accordance with Section 3.9, and the Trustee in accordance with the Note Issuer Order shall authenticate and deliver such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writingSecurities. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in In authenticating such Exchange Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04)receive, and (subject to Section 7.016.1) shall be fully protected in relying upon:, an Opinion of Counsel substantially to the effect that: (i) the Exchange Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Initial Securities in accordance with the Indenture and the Exchange Offer, will be entitled to the benefits of the Indenture and will be legally valid and binding obligations of the Note Issuer, enforceable in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and (ii) when the Exchange Securities are executed and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Initial Securities in accordance with the Indenture and the Exchange Offer, the Guaranties endorsed thereon will be the legally valid and binding obligations of the Guarantors, 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. If terms have been so established, the Trustee shall not be required to authenticate such Exchange Securities if the issue of such Exchange Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Exchange Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Each Security shall be dated the date of its authentication. No Security or Guaranty endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security and the Guaranty endorsed thereon have been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Debt Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chairman of the Board, with respect to its Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Debt Securities may be manual or facsimile. Debt Securities bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Company shall bind the Company, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities. At any time and from time to time after the Security or the Notation execution and delivery of Guarantee, as the case may be, is authenticatedthis Indenture, the Company may deliver Debt Securities executed by the Company to the Indenture Trustee for authentication, together with a Company Order for the authentication and delivery of such Debt Securities; and the Indenture Trustee in accordance with such Company Order shall authenticate and make available for delivery such Debt Securities as in this Indenture provided and not otherwise. No Debt Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatory of the Trusteeor facsimile signature, which signature and such certificate upon any Debt Security shall be conclusive evidence evidence, and the only evidence, that the such Debt Security has been duly authenticated under this Indentureand delivered hereunder. Notwithstanding the foregoing, if any Debt Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers Company shall deliver such Debt Security to the Indenture Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers3.09, for all purposes of this Indenture such Debt Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of Publishing by one of its Chairman of the each Issuer andBoard, with respect to Vice-Chairman, President or one of its Vice Presidents under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office individuals who were at the any time the Security proper officers of Publishing shall bind Publishing, notwithstanding that such individuals or the Notation any of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled them have ceased to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver hold such Security offices prior to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need authentication and delivery of such Securities or did not comply with Section 11.05 and need not be accompanied by an Opinion hold such offices on the date of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. 58 At any time and from time to time after the execution and delivery of this Indenture, the Issuers Publishing may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Publishing to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer together with a Publishing Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case Publishing, pursuant to Article VIII, shall be consolidated or merged with or into any other Person or shall sell, convey, assign, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such procedures acceptable to consolidation, or surviving such merger, or into which Publishing shall have been merged or consolidated, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee as may be specified from time pursuant to time by Issuer Order. Such order shall specify the amount Article VIII, any of the Securities authenticated or delivered prior to be authenticatedsuch consolidation, the date on which the original issue of Securities is to be authenticatedmerger, the name conveyance, transfer, lease or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such proceduresdisposition may, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue 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 certain terms (includingsuch changes in phraseology and form as may be appropriate, without limitationbut otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon a Publishing Request of the Maturity dates or datessuccessor Person, original issue date or dates shall authenticate and interest rate or rates) that differ from Security to Security deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and (2) may authorize authentication and delivery delivered in any new name of a successor Person pursuant to oral this Section in exchange or electronic instructions from substitution for or upon registration of transfer of any Securities, such successor Person, at the Issuers or their duly authorized agentoption of a Holder but without expense to such Holder, which instructions shall be promptly confirmed provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in writingsuch new name. If The Trustee may appoint an authenticating agent reasonably acceptable to Publishing to authenticate 59 Securities on behalf of the form or Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Securities of the series have been established Trustee may do so. Each reference in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, authentication by the Trustee shall be entitled includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to receive (in addition to the Issuer Order referred to above deal with Publishing and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:its Affiliates.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signatureCompany. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office or position at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or including the related Guarantees, if any, Guarantee or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel12.05) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture or including the related Guarantees, if anyGuarantee. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or datesdate, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chairman of the Board, with respect to Vice Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or one of its Vice Presidents, Treasurer or Assistant Treasurer. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Company shall bind the Company, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the Security or the Notation execution and delivery of Guarantee, as the case may be, is authenticatedthis Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. Each Security shall be valid neverthelessdated the date of its authentication. A No Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory of the Trusteesignature, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under this Indentureand delivered hereunder. Notwithstanding the foregoing, if any Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers310, for all purposes of this Indenture such Security 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 GuaranteesIndenture. The Company may, if any. At any time and from time subject to time after the execution and delivery Article Ten of this IndentureIndenture and applicable law, issue under this Indenture Additional Securities; provided, however, that the Issuers Company may deliver not issue Additional Securities if an Event of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor Default with respect to any Outstanding Securities shall have occurred and be continuing at the time of such seriesissuance. All Securities issued under this Indenture shall be treated as a single class for all purposes under this Indenture; provided further that the Company shall not issue such Additional Securities unless (a) underwriters sell a “substantial portion” of the Additional Securities (within the meaning of Treasury Regulation Section 1.1273-2(a)) to persons other than “bond houses, brokers or similar persons” (within the Trustee meaning of Treasury Regulation Section 1.1273-2(f)); (b) the price at which such underwriters resell any such Additional Securities exceeds (i) the principal amount of such Additional Securities minus (ii) (A) 1/4 of 1% of the principal amount of such Additional Securities, multiplied by (B) the number of full, complete years to maturity of such Additional Securities; and (c) the Initial Securities were issued with no more than a de minimis amount of original issue discount for authenticationU.S. federal income tax purposes, as defined in Section 1273 of the Internal Revenue Code of 1986, as amended, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:Treasury regulations promulgated thereunder.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Securities Guarantees, Notations of Guarantee as to which are to be endorsed on such Securities, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signaturesignature (or other electronic means). If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security or Notation of Guarantee shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the any related Guarantees, if any, Securities Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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 Securities Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and and, if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), 12.04) and (subject to Section 7.01) shall be fully protected in conclusively relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chairman of the Board, with respect to Vice Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or one of its Vice Presidents, Treasurer or Assistant Treasurer. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Company shall bind the Company, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the Security or the Notation execution and delivery of Guarantee, as the case may be, is authenticatedthis Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. Each Security shall be valid neverthelessdated the date of its authentication. A No Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory of the Trusteesignature, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under this Indentureand delivered hereunder. Notwithstanding the foregoing, if any Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers3.10, for all purposes of this Indenture such Security 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 GuaranteesIndenture. The Company may, if any. At any time and from time subject to time after the execution and delivery Article 10 of this Indenture and applicable law, issue Additional Securities under this Indenture; provided, however, that the Issuers Company may deliver not issue Additional Securities if an Event of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor Default with respect to any Outstanding Securities shall have occurred and be continuing at the time of such series) to issuance and provided, further, that no Additional Securities shall be issued under, or represented by, the Trustee for authentication, same CUSIP as the Initial Securities unless and until such Additional Securities are fungible with the Trustee shall authenticate and deliver such Initial Securities for original issue upon an Issuer Order for the authentication U.S. federal income tax and delivery of such U.S. federal securities law purposes. All Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities issued under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:treated as a single class for all purposes under this Indenture.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case Company by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may beSecurity, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 12.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:or

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign Company by the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer signature of any one of its Chairman of the Issuers Board, its Vice-Chairman, its Chief Executive Officer, its President or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation one of Guaranteeits Executive Vice Presidents, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated and by the manual or facsimile signature of an authorized signatory any one of its Secretary, Assistant Secretary or General Counsel. Securities bearing the manual or facsimile signature of individuals who were at any time the proper officers of the TrusteeCompany shall bind the Company, which signature shall be conclusive evidence notwithstanding that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if such individuals or any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver of them have ceased to hold such Security offices prior to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need authentication and delivery of such Securities or did not comply with Section 11.05 and need not be accompanied by an Opinion hold such offices on the date of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time upon or after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.04 hereof duly executed by the Trustee by manual signature of an authorized representative, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. In case the Company, pursuant to Article Eight hereof, shall be consolidated, amalgamated, merged with or into any other Person or shall convey, transfer or lease substantially all of its properties and assets to any Person, and the successor Person resulting from such procedures acceptable to consolidation, amalgamation or surviving such merger, or into which the Company shall have been 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 as may be specified from time pursuant to time by Issuer Order. Such order shall specify the amount Article Eight hereof, any of the Securities authenticated or delivered prior to be authenticatedsuch consolidation, the date on which the original issue of Securities is to be authenticatedamalgamation, the name merger, conveyance, transfer or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedureslease may, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue 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 certain terms (includingsuch changes in terminology and form as may be appropriate, without limitationbut otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Maturity dates or datessuccessor Person, original issue date or dates shall authenticate and interest rate or rates) that differ from Security to Security deliver replacement Securities as specified in such request for the purpose of such exchange. If such Securities shall at any time be authenticated and (2) may authorize authentication and delivery delivered in any new name of a successor Person pursuant to oral this Section 3.03 in exchange or electronic instructions from substitution for or upon registration of transfer of any Securities, such successor Person, at the Issuers 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 to authenticate Securities on behalf of the Trustee if directed to do so by a Company Order. Each reference in this Indenture to authentication by the Trustee includes authentication by each such agent. An Authenticating Agent has the same rights as any Security Registrar or their duly authorized agent, which instructions shall be promptly confirmed in writingPaying Agent to deal with the Company and its Affiliates. If the form or terms any of the Securities are to be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be in minimum denominations of U.S.$1,000 or integral multiples thereof, (ii) shall be registered in the name of the series have been established in Depository for such Global Security or Securities or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), Depository's instructions and (subject to Section 7.01iv) shall be fully protected bear the legend in relying upon:substantially the form set forth in Section 2.05.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signatureCompany. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office or position at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or including the related Guarantees, if any, Guarantee or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel11.05) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture or including the related Guarantees, if anyGuarantee. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or datesdate, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Securities Guarantees, Notations of Guarantee as to which are to be endorsed on such Securities, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security or Notation of Guarantee shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the any related Guarantees, if any, Securities Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 13.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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 Securities Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and and, if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.012.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0413.4), and (subject to Section 7.017.1) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers (a) The Notes shall sign the Securities be executed on behalf of the each Issuer and, with respect to by any related Guarantees, an Officer of each Subsidiary Guarantor shall sign its Managers. The signature of any of the Notation of Guarantee Managers on behalf of such Subsidiary Guarantor, in each case by the Notes may be manual or facsimile. Notes bearing the manual or facsimile signaturesignatures of individuals who were at any time the proper Managers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes of any series executed by the Issuer to the Indenture Trustee for authentication and delivery of such Notes, and the Indenture Trustee shall authenticate and make available for delivery such Notes upon receipt of the Issuer Order. If the supplemental indenture establishing such series shall so permit, an Officer Officer's Certificate may set forth procedures acceptable to the Indenture Trustee for the issuance of such Notes and determining the terms of particular Notes of such series, such as interest rate, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Indenture 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 delivered by the Indenture Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel and paid for, will be legally valid and binding obligations of the Issuers Issuer, enforceable against the Issuer in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a Subsidiary Guarantor whose signature is on a Security no longer holds that office proceeding in equity or at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security law. Each Note shall be valid neverthelessdated the date of its authentication. A Security No Note shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatory of the Trusteesignature, which signature and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the Security such Note has been duly authenticated under and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security has Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuersIssuer, and the Issuers Issuer shall deliver such Security Note to the Indenture Trustee for cancellation as provided in Section 2.13, 3.10 together with a written statement (which need not comply with Section 11.05 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security Note has never been issued and sold by the IssuersIssuer, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Securities Guarantees, Notations of Guarantee as to which are to be endorsed on such Securities, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security or Notation of Guarantee shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the any related Guarantees, if any, Securities Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 12.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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 Securities Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and and, if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.012.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.4), and (subject to Section 7.017.1) shall be fully protected in conclusively relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chairman, with respect to its President or a Vice President of the Company, under its corporate seal reproduced thereon and attested by its Secretary or an Assistant Secretary of the Company. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile signature. If an Officer signatures of the Issuers present or a Subsidiary Guarantor whose signature is any future such authorized officer and may be imprinted or otherwise reproduced on a Security no longer holds the Securities. 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 office such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time the Security or the Notation date of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (Company and if applicable, having the Notation notations of Guarantee for such series Subsidiary Guarantees executed by each the Subsidiary Guarantor with respect to such series) Guarantors to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer together with a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities with the notations of Subsidiary Guarantees thereon as may be specified from time to time by Issuer Orderprovided in this Indenture. Such order Company Order shall specify the principal amount of the Securities to be authenticated, broken down between Global Securities and Physical Securities, and the date on which the original issue of Securities is to be authenticated. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the name only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company, pursuant to and in compliance with Article VIII hereof, shall be consolidated or names of the initial Holder merged with or Holders and into any other terms Person or shall sell, convey, transfer, lease or otherwise dispose of all or substantially all of its Properties 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, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII hereof, any of the Securities of authenticated or delivered prior to such series not otherwise determined. If provided for in such proceduressale, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue 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 certain terms (includingsuch changes in phraseology and form as may be appropriate, without limitationbut 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 Maturity dates or datessuccessor Person, original issue date or dates shall authenticate and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from deliver Securities as specified in such request for the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writingpurpose of such exchange. If the form or terms of the Securities of the series have been established shall at any time be authenticated and delivered in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:any new name of

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers General Partner shall sign the Securities on behalf of the each Issuer Partnership and, with respect to any related Guaranteesthe Guarantees of the Securities, an Officer two Officers of each Subsidiary Guarantor the General Partner shall sign the Notation of Guarantee Securities on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor General Partner whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersPartnership, and the Issuers deliver Partnership delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersPartnership, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Partnership may deliver Securities of any series executed by the Issuers (Partnership and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Partnership Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Partnership Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Partnership Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Partnership or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Partnership Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by the Chief Executive Officer, with respect to Chief Financial Officer, the President or a Vice President of the Company. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these individuals on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be a manual or facsimile signaturesignature of such authorized officer and may be imprinted or otherwise reproduced on the Securities. If Securities bearing the manual or facsimile signatures of an Officer individual who was at any time the proper officer of the Issuers Company shall bind the Company, notwithstanding that such individual shall have ceased to hold such office prior to the authentication and delivery of such Securities or a Subsidiary Guarantor whose signature is on a Security no longer holds that did not hold such office at the date of such Securities. At any time and from time to time after the Security or the Notation execution and delivery of Guarantee, as the case may be, is authenticatedthis Indenture, the Company may deliver Securities, executed by the Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. Each Security shall be valid neverthelessdated the date of its authentication. A No Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.02, duly executed by the Trustee by manual signature of an authorized signatory of the Trusteesignatory, which signature and such certificate upon any Security shall be conclusive evidence evidence, and the only evidence, that the such Security has been duly authenticated under and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security has shall have been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13, 3.08 together with a written statement (which need not comply with Section 11.05 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture Indenture, such Security shall be deemed never not to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture or the related Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chairman of the Board, with respect to its Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents, under its corporate seal or a facsimile thereof reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Company shall bind the Company, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time the Security or the Notation date of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer together with a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to Securities; and the Trustee as may be specified in accordance with such Company Order shall either at one time or from time to time by Issuer Orderpursuant to such instructions as may be described therein authenticate and deliver such Securities as in this Indenture provided and not otherwise. Such order Company Order shall specify the amount of the Securities to be authenticated, authenticated and the date on which the original issue of Securities is to be authenticated, and shall certify that all conditions precedent to the name or names of the initial Holder or Holders and any other terms of the Securities issuance of such series not otherwise determinedSecurities contained in this Indenture have been complied with. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery The aggregate principal amount of Securities of such series for original issue from Outstanding at any time to time, with certain terms (including, without limitation, may not exceed the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from amount set forth above except as provided in Section 3.06. Each Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writingdated the date of its authentication. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee No Security shall be entitled to receive (any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in addition the form provided for herein duly executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the Issuer Order referred benefits of the Indenture. The Trustee may appoint an Authenticating Agent pursuant to above and the other documents required by terms of Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:6.14.

Execution, Authentication, Delivery and Dating. Two The Second-Priority Notes shall be executed on behalf of the Company and Finance Co by any two Officers of each of Company and Finance Co. The signature of any Officer on the Issuers shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Second-Priority Notes may be manual or facsimile signature. If an Officer signatures of the Issuers present or a Subsidiary Guarantor whose signature is any future such authorized officer and may be imprinted or otherwise reproduced on a Security no longer holds the Second-Priority Notes. Second-Priority Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company and Finance Co shall bind the Company and Finance Co, notwithstanding that office such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Second-Priority Notes or did not hold such offices at the time the Security or the Notation date of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecond-Priority Notes. At any time and from time to time after the execution and delivery of this Second-Priority Indenture, the Issuers may deliver Securities of any series Second-Priority Notes executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Second-Priority Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon together with an Issuer Order for the authentication and delivery of such Securities or pursuant to Second-Priority Notes, and the Second-Priority Trustee in accordance with such procedures acceptable Issuer Order shall authenticate and deliver such Second-Priority Notes. On the Issue Date, the Issuers shall deliver the Second-Priority Notes in the aggregate principal amount of $500,000,000 executed by the Issuers to the Second-Priority Trustee as may be specified for authentication, together with an Issuer Order for the authentication and delivery of such Second-Priority Notes, directing the Second-Priority Trustee to authenticate the Second-Priority Notes and certifying that all conditions precedent to the issuance of Second-Priority Notes contained herein have been fully complied with, and the Second-Priority Trustee in accordance with such Issuer Order shall authenticate and deliver such Second-Priority Notes. At any time and from time to time after the Issue Date, the Issuers may deliver Additional Second-Priority Notes executed by the Issuers to the Second-Priority Trustee for authentication, together with an Issuer OrderOrder for the authentication and delivery of such Additional Second-Priority Notes, directing the Second-Priority Trustee to authenticate the Additional Second-Priority Notes and certifying that the issuance of such Additional Second-Priority Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Second-Priority Notes contained herein have been fully complied with, and the Second-Priority Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Second-Priority Notes. In each case, the Second-Priority Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably require in connection with such authentication of Second-Priority Notes. Such order shall specify the amount of the Securities Second-Priority Notes to be authenticated, authenticated and the date on which the original issue of Securities Second-Priority Notes is to be authenticated. Each Second-Priority Note shall be dated the date of its authentication. No Second-Priority Note shall be entitled to any benefit under this Second-Priority Indenture or be valid or obligatory for any purpose unless there appears on such Second-Priority Note a certificate of authentication substantially in the form provided for herein duly executed by the Second-Priority Trustee by manual signature of an authorized officer, and such certificate upon any Second-Priority Note shall be conclusive evidence, and the name only evidence, that such Second-Priority Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Second-Priority Indenture. In case an Issuer or names 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 such Issuer or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture in the form of Exhibit D hereto with the Second-Priority Trustee pursuant to Article Eight, any of the initial Holder Second-Priority Notes authenticated or Holders and any delivered prior to such consolidation, merger, conveyance, transfer, lease or other terms of the Securities of such series not otherwise determined. If provided for in such proceduresdisposition may, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, at the request of the successor Person, be exchanged for other Second-Priority Notes executed in the name of the successor Person with certain terms (includingsuch changes in phraseology and form as may be appropriate, without limitationbut otherwise in substance of like tenor as the Second-Priority Notes surrendered for such exchange and of like principal amount; and the Second-Priority Trustee, upon Issuer Request of the Maturity dates or datessuccessor Person, original issue date or dates shall authenticate and interest rate or rates) that differ from Security to Security deliver Second-Priority Notes as specified in such request for the purpose of such exchange. If Second-Priority Notes shall at any time be authenticated and (2) may authorize authentication and delivery delivered in any new name of a successor Person pursuant to oral this Section in exchange or electronic instructions from substitution for or upon registration of transfer of any Second-Priority Notes, such successor Person, at the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms option of the Securities Holders but without expense to them, shall provide for the exchange of all Second-Priority Notes at the series have been established time Outstanding for Second-Priority Notes authenticated and delivered in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:new name.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of 64 - 54 - Publishing by one of its Chairman of the each Issuer andBoard, with respect to Vice-Chairman, President or one of its Vice Presidents under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office individuals who were at the any time the Security proper officers of Publishing shall bind Publishing, notwithstanding that such individuals or the Notation any of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled them have ceased to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver hold such Security offices prior to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need authentication and delivery of such Securities or did not comply with Section 11.05 and need not be accompanied by an Opinion hold such offices on the date of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Publishing may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Publishing to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer together with a Publishing Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case Publishing, pursuant to Article VIII, shall be consolidated or merged with or into any other Person or shall sell, convey, assign, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such procedures acceptable to consolidation, or surviving such merger, or into which Publishing shall have been merged or consolidated, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee as may be specified from time pursuant to time by Issuer Order. Such order shall specify the amount Article VIII, any of the Securities authenticated or delivered prior to be authenticatedsuch consolidation, the date on which the original issue of Securities is to be authenticatedmerger, the name conveyance, transfer, lease or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such proceduresdisposition may, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue 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 certain terms (includingsuch changes in phraseology and form as may be appropriate, without limitationbut otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon a Publishing Request of the Maturity dates or datessuccessor Person, original issue date or dates shall authenticate and interest rate or rates) that differ from Security to Security deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and (2) may authorize authentication and delivery delivered in any new name of a successor Person pursuant to oral this Section in exchange or electronic instructions from substitution for or upon registration of transfer of any Securities, such successor Person, at the Issuers or their duly authorized agentoption of a Holder but without expense to such Holder, which instructions shall be promptly confirmed provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in writingsuch new name. If The Trustee may appoint an authenticating agent reasonably acceptable to Publishing to authenticate Securities on behalf of the form or Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Securities of the series have been established Trustee may do so. Each reference in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, authentication by the Trustee shall be entitled includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to receive (in addition to the Issuer Order referred to above deal with Publishing and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:its Affiliates.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Securities Guarantees, Notations of Guarantee as to which are to be endorsed on such Securities, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security or Notation of Guarantee shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, Securities Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 13.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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 Securities Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and and, if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.012.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0413.4), and (subject to Section 7.017.1) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer andCompany by its Chairman, with respect to its President or a Vice President of the Company, under its corporate seal reproduced thereon and attested by its Secretary or an Assistant Secretary or a Vice President of the Company. The signature of any related Guarantees, an Officer of each Subsidiary Guarantor shall sign these officers on the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by Securities may be manual or facsimile signature. If an Officer signatures of the Issuers present or a Subsidiary Guarantor whose signature is any future such authorized officer and may be imprinted or otherwise reproduced on a Security no longer holds the Securities. 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 office such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time the Security or the Notation date of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (Company and if applicable, having the Notation notation of Guarantee for such series Subsidiary Guarantees executed by each the Subsidiary Guarantor with respect to such series) Guarantors to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities with the notation of Subsidiary Guarantees thereon as provided in this Indenture. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company, pursuant to and in compliance with Article VIII 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 procedures acceptable to 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 as may be specified from time pursuant to time by Issuer Order. Such order shall specify the amount Article VIII hereof, any of the Securities authenticated or delivered prior to be authenticatedsuch consolidation, the date on which the original issue of Securities is to be authenticatedmerger, the name conveyance, transfer, lease or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such proceduresdisposition may, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue 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 certain terms (includingsuch changes in phraseology and form as may be appropriate, without limitationbut 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 Maturity dates or datessuccessor Person, original issue date or dates shall authenticate and interest rate or rates) that differ from Security to Security deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and (2) may authorize authentication and delivery delivered in any new name of a successor Person pursuant to oral this Section in exchange or electronic instructions from substitution for or upon registration of transfer of any Securities, such successor Person, at the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms option of the Holders but without expense to them, shall provide for the exchange of all Securities of at the series have been established time Outstanding for Securities authenticated and delivered in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:new name.

Execution, Authentication, Delivery and Dating. Two Officers of each An Officer of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers Company or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers Company (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the stated Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer Company and, with respect to any related GuaranteesGuarantee, an Officer of each the Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such the Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related GuaranteesGuarantee, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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 GuaranteesGuarantee, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.0412.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.0412.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Issuer shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor Issuer whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersIssuer, and the Issuers deliver Issuer delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersIssuer, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Issuer to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Issuer or their its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive provided with (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign Company by the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer signature of any one of its Chairman of the Issuers Board, its Vice-Chairman, its Chief Executive Officer, its President or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation one of Guaranteeits Executive Vice Presidents, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated and by the manual or facsimile signature of an authorized signatory any one of its Secretary, Assistant Secretary or General Counsel. Securities bearing the manual or facsimile signature of individuals who were at any time the proper officers of the TrusteeCompany shall bind the Company, which signature shall be conclusive evidence notwithstanding that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if such individuals or any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver of them have ceased to hold such Security offices prior to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need authentication and delivery of such Securities or did not comply with Section 11.05 and need not be accompanied by an Opinion hold such offices on the date of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time upon or after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.04 hereof duly executed by the Trustee by manual signature of an authorized representative, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. In case the Company, pursuant to Article Eight hereof, shall be consolidated, amalgamated, merged with or into any other Person or shall convey, transfer or lease substantially all of its properties and assets to any Person, and the successor Person resulting from such procedures acceptable to consolidation, amalgamation or surviving such merger, or into which the Company shall have been 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 as may be specified from time pursuant to time by Issuer Order. Such order shall specify the amount Article Eight hereof, any of the Securities authenticated or delivered prior to be authenticatedsuch consolidation, the date on which the original issue of Securities is to be authenticatedamalgamation, the name merger, conveyance, transfer or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedureslease may, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue 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 certain terms (includingsuch changes in terminology and form as may be appropriate, without limitationbut otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Maturity dates or datessuccessor Person, original issue date or dates shall authenticate and interest rate or rates) that differ from Security to Security deliver replacement Securities as specified in such request for the purpose of such exchange. If such Securities shall at any time be authenticated and (2) may authorize authentication and delivery delivered in any new name of a successor Person pursuant to oral this Section 3.03 in exchange or electronic instructions from substitution for or upon registration of transfer of any Securities, such successor Person, at the Issuers 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 to authenticate Securities on behalf of the Trustee if directed to do so by a Company Order. Each reference in this Indenture to authentication by the Trustee includes authentication by each such agent. An Authenticating Agent has the same rights as any Security Registrar or their duly authorized agent, which instructions shall be promptly confirmed in writingPaying Agent to deal with the Company and its Affiliates. If the form or terms any of the Securities are to be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be in minimum denominations of U.S.$1.00 or integral multiples thereof, (ii) shall be registered in the name of the series have been established in Depository for such Global Security or Securities or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), Depository's instructions and (subject to Section 7.01iv) shall be fully protected bear the legend in relying upon:substantially the form set forth in Section 2.05.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers shall sign the Securities on behalf of the each Issuer respective Issuers and, with respect to any related Securities Guarantees, Notations of Guarantee as to which are to be endorsed on such Securities, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers either Issuer or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security or Notation of Guarantee shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the any related Guarantees, if any, Securities Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 12.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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 Securities Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and and, if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writingSecurity. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions of the Issuers as permitted by Section 2.012.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.0412.4), and (subject to Section 7.017.1) shall be fully protected in conclusively relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Issuer and, with respect to by any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary GuarantorIssuer’s chairman, in each case president, any managing director or any Vice President, the chief executive officer or the chief financial officer under such Issuer’s corporate seal reproduced thereon and attested by its secretary or any assistant secretary. The signature of any of these officers on the Securities may be manual or facsimile signature. If an Officer signatures of the Issuers present or a Subsidiary Guarantor whose signature is any future such authorized officer and may be imprinted or otherwise reproduced on a Security no longer holds the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of an Issuer shall bind such Issuer, notwithstanding that office such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time the Security or the Notation date of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon together with an Issuer Order for the authentication and delivery of such Securities Securities, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Securities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case an Issuer, 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 procedures acceptable to consolidation, or surviving such merger, or into which such Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee as may be specified from time pursuant to time by Issuer Order. Such order shall specify the amount Article Eight, any of the Securities authenticated or delivered prior to be authenticatedsuch consolidation, the date on which the original issue of Securities is to be authenticatedmerger, the name conveyance, transfer, lease or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such proceduresdisposition may, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue 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 certain terms (includingsuch changes in phraseology and form as may be appropriate, without limitationbut otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the Maturity dates or datessuccessor Person, original issue date or dates shall authenticate and interest rate or rates) that differ from Security to Security deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and (2) may authorize authentication and delivery delivered in any new name of a successor Person pursuant to oral this Section in exchange or electronic instructions from substitution for or upon registration of transfer of any Securities, such successor Person, at the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms option of the Holders but without expense to them, shall provide for the exchange of all Securities of at the series have been established time Outstanding for Securities authenticated and delivered in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon:new name.

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers The Securities shall sign the Securities be executed on behalf of the each Note Issuer and, with respect to by any related Guarantees, an Officer officer or officers of each Subsidiary Guarantor shall sign the Notation Note Issuer thereunder duly authorized. The signature of Guarantee any of these officers on behalf of such Subsidiary Guarantor, in each case by the Securities may be manual or facsimile. Securities bearing the manual or facsimile signature. If an Officer signatures of individuals who were at any time the proper officers of the Issuers Note Issuer shall bind the Note Issuer, notwithstanding that such individuals or a Subsidiary Guarantor whose signature is on a Security no longer holds that office any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time the Security or the Notation date of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if anySecurities. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Note Issuer may deliver Securities of any series executed by the Issuers (Note Issuer and if applicable, having endorsed thereon the Notation of Guarantee for such series Guaranties executed pursuant to Section 13.2 by each Subsidiary Guarantor with respect to such series) the Guarantors to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an together with a Note Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to with the Guaranties of the Guarantors endorsed thereon; and the Trustee in accordance with such Note Issuer Order shall authenticate and deliver such Securities with the Guaranties of the Guarantors endorsed thereon as may be specified provided in this Indenture and not otherwise. At any time and from time to time by Issuer Order. Such order shall specify after the amount execution and delivery of this Indenture and after the effectiveness of a registration statement under the Securities to be authenticatedAct with respect thereto, the date on which Note Issuer may deliver Exchange Securities executed by the original issue of Securities is Note Issuer to be authenticatedthe Trustee for authentication, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such together with a Note Issuer Order may authorize (1) for the authentication and delivery of such Exchange Securities and a like principal amount of Initial Securities for cancellation in accordance with Section 3.9, and the Trustee in accordance with the Note Issuer Order shall authenticate and deliver such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writingSecurities. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in In authenticating such Exchange Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.04)receive, and (subject to Section 7.016.1) shall be fully protected in relying upon:, an Opinion of Counsel substantially to the effect that: (i) the Exchange Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Initial Securities in accordance with the Indenture and the Exchange Offer, will be entitled to the benefits of the Indenture and will be legally valid and binding obligations of the Note Issuer, enforceable in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and (ii) when the Exchange

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers Company shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case Company by manual or facsimile PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature. If an Officer of the Issuers or a Subsidiary Guarantor Company whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the IssuersCompany, and the Issuers deliver Company delivers such Security to the Trustee for cancellation as provided in Section 2.132.11, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the IssuersCompany, for all purposes of this Indenture such Security 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, if anyIndenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Company Order. Such order shall specify the principal amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers Company or their its duly authorized agent, which instructions shall be promptly confirmed in writing. 11 If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Company Order referred to above and the other documents required by Section 11.04), ) and (subject to Section 7.01) shall be fully protected in conclusively relying upon:

Execution, Authentication, Delivery and Dating. Two Officers of each of the Issuers shall sign the Securities on behalf of the each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. If an Officer of the Issuers or a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Security or the Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. A Security shall not be entitled to any benefit under this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuers, for all purposes of this Indenture such Security 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, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Issuer Order referred to above and the other documents required by Section 11.0412.04), and (subject to Section 7.01) shall be fully protected in relying upon: