Common use of Amount of Notes Clause in Contracts

Amount of Notes. The Trustee or Authentication Agent shall initially authenticate €400,000,000 aggregate principal amount of Initial Notes for original issue on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the Issuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall authenticate additional notes in an unlimited amount having identical terms and conditions as the Notes other than the issue date, the issue price, the first interest payment date and the first date from which interest will accrue (the “Additional Notes”) thereafter from time to time, provided that unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a separate ISIN or Common Code, in unlimited amount for original issue upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated. SECTION 2.02.

Amount of Notes. The Trustee or Authentication Agent shall initially authenticate €400,000,000 $550,000,000 aggregate principal amount of Initial Notes for original issue on the Issue Date (the “Initial Notes”) upon a written order of the Issuer signed by one Officer, together with in the form of an Officer’s Certificate of the Issuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereofCertificate. The Trustee or Authentication Agent shall authenticate additional notes in an unlimited amount having identical terms and conditions as the Notes other than the issue date, the issue price, the first interest payment date and the first date from which interest will accrue (the “Additional Notes”) thereafter from time to time, provided that unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a separate ISIN or Common Code, time in unlimited aggregate principal amount for original issue upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order together order. Additional Notes shall rank equal in right of payment with an Opinion the Initial Notes and may be issued without notice to, or consent of, the Holders, and such Additional Notes shall have the have identical terms and conditions as the Initial Notes, other than with respect to the issue date, issue price and first Interest Payment Date thereto. Additional Notes shall be treated as part of Counselthe same class as the Initial Notes under this Indenture for all purposes, which opinion including waivers, amendments, redemptions and offers to purchase; provided that Additional Notes shall cover not be issued with the enforceability of same CUSIP or ISIN, as applicable, as existing Notes unless such Additional Notes as well as what is required by Sections 11.04 and 11.05 hereofare fungible with the existing Notes for U.S. federal income tax purposes. The Trustee or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11[reserved], (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in an aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated. SECTION 2.02.With respect to any Additional Notes, the Issuer shall set forth in (1) a resolution of its Board of Directors and (2) (i) an Officer’s Certificate and (ii) one or more indentures supplemental hereto, the following information:

Amount of Notes. The Trustee or Authentication Agent shall initially authenticate €400,000,000 $300,000,000 aggregate principal amount of Initial Notes for original issue on the Issue Date (the “Initial Notes”) upon a written order of the Issuer signed by one Officer, together with in the form of an Officer’s Certificate of the Issuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereofCertificate. The Trustee or Authentication Agent shall authenticate additional notes in an unlimited amount having identical terms and conditions as the Notes other than the issue date, the issue price, the first interest payment date and the first date from which interest will accrue (the “Additional Notes”) thereafter from time to time, provided that unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a separate ISIN or Common Code, time in unlimited amount for original issue upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order together order. Additional Notes shall rank pari passu with an Opinion the Initial Notes and may be issued without notice to, or consent of, the Holders, and such Additional Notes shall have the have the same terms as to status, redemption or otherwise as the Initial Notes, other than with respect to the date of Counselissuance, which opinion issue price and the amount of interest payable on the first Interest Payment Date thereto. Additional Notes shall cover be treated as part of the enforceability of same class as the Initial Notes under this Indenture for all purposes, including waivers, amendments, redemptions and offers to purchase; provided that Additional Notes shall not be issued with the same CUSIP or ISIN, as applicable, as existing Notes unless such Additional Notes as well as what is required by Sections 11.04 and 11.05 hereofare fungible with the existing Notes for U.S. federal income tax purposes. The Trustee or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11[reserved], (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in an aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated. SECTION 2.02.With respect to any Additional Notes, the Issuer shall set forth in (1) a resolution of its Board of Directors and (2) (i) an Officer’s Certificate and (ii) one or more indentures supplemental hereto, the following information:

Amount of Notes. The Trustee or Authentication Agent shall initially authenticate €400,000,000 aggregate principal amount of Initial and deliver the Notes for original issue on the Issue Date in an aggregate principal amount of $260,000,000 of the Notes upon a written order of the Issuer signed by one OfficerCompany in the form of a Company Order. In addition, together with an Officer’s Certificate of the Issuer at any time and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall authenticate additional notes in an unlimited amount having identical terms and conditions as the Notes other than the issue date, the issue price, the first interest payment date and the first date from which interest will accrue (the “Additional Notes”) thereafter from time to time, provided that unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a separate ISIN or Common Code, in unlimited amount for original issue Trustee shall upon a written order of the Issuer Company in the form of an Officer’s Certificate a Company Order authenticate and deliver any (i) additional Notes (“Additional Notes”) in unlimited aggregate principal amount (so long as specified in such order together with an Opinion permitted by the terms of Counselthis Indenture, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 including, without limitation, Section 4.09 hereof. The Trustee ) or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Exchange Notes as provided or private exchange notes for issue only in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 an Exchange Offer or a partial repurchase of private exchange, respectively, pursuant to a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05Registration Rights Agreement, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate for like principal amount as specified in such orderof Notes. Each such written order shall specify the principal amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.02 hereof, shall certify that such issuance is in compliance with Section 4.09 hereof. SECTION 2.02All the Notes issued under this Indenture shall be consolidated with and form a single class with the Notes and shall have the same terms as to waivers, amendments, offers to purchase, redemptions or otherwise as the Notes. Notwithstanding anything else in this Indenture to the contrary, at the Company’s option, Additional Notes may be issued with the same CUSIP number as the Initial Notes or the Exchange Notes, as the case may be, and without the Private Placement Legend; provided that the Company has furnished an Opinion of Counsel to the Trustee confirming that such issuance would not conflict with federal and state securities laws and the rules and regulations of the Commission.

Amount of Notes. The Trustee or Authentication Agent shall initially authenticate €400,000,000 aggregate principal amount of and deliver the Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 of the Notes upon a written order of the Issuer signed by one OfficerCompany in the form of a Company Order. In addition, together with an Officer’s Certificate of the Issuer at any time and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall authenticate additional notes in an unlimited amount having identical terms and conditions as the Notes other than the issue date, the issue price, the first interest payment date and the first date from which interest will accrue (the “Additional Notes”) thereafter from time to time, provided that unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a separate ISIN or Common Code, in unlimited amount for original issue Trustee shall upon a written order of the Issuer Company in the form of an Officer’s Certificate a Company Order authenticate and deliver any additional Notes (“Additional Notes”) in unlimited aggregate principal amount (so long as specified in such order together with an Opinion permitted by the terms of Counselthis Indenture, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 including, without limitation, Section 4.09 hereof. The Trustee or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order). Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated. SECTION 2.02All the Notes issued under this Indenture shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, waivers, amendments, offers to purchase, redemptions or otherwise as the Initial Notes. If any Additional Notes are not fungible with any other Notes for United States federal income tax purposes or if the Company otherwise determines that any Additional Notes should be differentiated from any other Notes, such Additional Notes will have a separate CUSIP number, provided that, for the avoidance of doubt, such Additional Notes will still constitute a single series with all other Notes issued hereunder for all purposes. Notwithstanding anything else in this Indenture to the contrary, at the Company’s option, Additional Notes may be issued, subject to the preceding paragraph, with the same CUSIP number as the Initial Notes and without the Private Placement Legend, provided that the Company has furnished an Opinion of Counsel to the Trustee confirming that such issuance would not conflict with federal and state securities laws and the rules and regulations of the Commission.

Amount of Notes. The Trustee or Authentication Agent aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $300,000,000 (the “Initial Notes”). The Notes shall initially authenticate €400,000,000 mature on January 14, 2050 (the “Stated Maturity”), unless the Notes are redeemed prior to that date as described in Article III. The aggregate principal amount of Initial Notes Outstanding at any time may not exceed $300,000,000, except for original Notes issued, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 208, 210, and 1105 of this Indenture and except for any Notes which, pursuant to Section 207 of this Indenture, are deemed never to have been authenticated and delivered. The Company may, without the consent of the Holders, issue additional Notes hereunder as part of the same series and on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the Issuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall authenticate additional notes in an unlimited amount having identical same terms and conditions (and having the same Guarantors) and with the same CUSIP number as the Initial Notes other than the issue date, the issue price, the first interest payment date and the first date from which interest will accrue (the “Additional Notes”) thereafter from time to time), provided that unless but such Additional Notes may be offered at a different offering price or have a different issue date, initial interest accrual date or initial interest payment date than the Initial Notes; provided that if any Additional Notes are not fungible with the existing Initial Notes for U.S. federal income tax purposes, such Additional Notes will not have the same CUSIP number as the Initial Notes; provided further that such Additional Notes issued pursuant to Regulation S under the Securities Act may initially be issued with under a separate ISIN or Common Codetemporary CUSIP during the applicable Restricted Period. Unless the context otherwise requires, in unlimited amount for original issue upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of all references to the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in shall include any such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated. SECTION 2.02Additional Notes.

Amount of Notes. The Trustee or Authentication Agent shall initially authenticate €400,000,000 aggregate principal amount of Initial (i) Notes for original issue on the Issue Date (the “Initial Notes”) in the aggregate principal amount not to exceed $356,997,400 (which Notes, for the avoidance of doubt, include the Backstop Notes), (ii) Additional Notes in an aggregate principal amount equal to three percent (3.0%) of the aggregate principal amount of the Notes outstanding as of December 31, 2021 as and to the extent required by Section 4.26 and (iii) subject to Sections 4.06 and 4.10, Additional Notes in an unlimited principal amount, upon a written order of the Issuer signed by one Officer, together with Issuers in the form of an Officer’s Officers’ Certificate of the Issuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereofIssuers or a supplemental indenture. The Officers’ Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, and the names and delivery instructions for each Holder. Upon receipt of a written order of the Issuers in the form of an Officers’ Certificate, the Trustee or Authentication Agent shall authenticate additional notes Notes in an unlimited amount having substitution for Notes originally issued to reflect any name change of the Issuers. Additional Notes (including any Notes issued pursuant to Section 4.26) shall rank equal in right of payment with the Initial Notes and may be issued without notice to, or consent of, the Holders, and such Additional Notes (including any Notes issued pursuant to Section 4.26) shall have the have identical terms and conditions as the Notes Initial Notes, other than with respect to the issue date, issue price and first Interest Payment Date thereto. Additional Notes (including any Notes issued pursuant to Section 4.26) shall be treated as part of the issue pricesame class as the Initial Notes under this Indenture for all purposes, the first interest payment date including waivers, amendments, redemptions and the first date from which interest will accrue (the “Additional Notes”) thereafter from time offers to time, purchase; provided that Additional Notes (including any Notes issued pursuant to Section 4.26) shall not be issued with the same CUSIP or ISIN, as applicable, as existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes, such . Any Additional Notes will (including any Notes issued pursuant to Section 4.26) shall be issued with a separate ISIN or Common Code, in unlimited amount for original issue upon a written order part of the Issuer same issue as the Initial Notes and will vote on all matters as one class with the Initial Notes, including, without limitation, waivers, amendments, redemptions and offers to purchase. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any (including any Notes issued pursuant to Section 4.26, if any). With respect to any Additional Notes, the Issuers shall set forth in the form (1) a resolution of their Board of Directors and (2) an Officer’s Officers’ Certificate in aggregate principal amount as specified in such order together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11one or more indentures supplemental hereto, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated. SECTION 2.02.following information:

Amount of Notes. The Trustee or Authentication Agent shall initially authenticate €400,000,000 aggregate principal amount of Initial and deliver the Notes for original issue on the Issue Date in an aggregate principal amount of $400,000,000 of the Notes upon a written order of the Issuer signed by one OfficerCompany in the form of a Company Order. In addition, together with an Officer’s Certificate of the Issuer at any time and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall authenticate additional notes in an unlimited amount having identical terms and conditions as the Notes other than the issue date, the issue price, the first interest payment date and the first date from which interest will accrue (the “Additional Notes”) thereafter from time to time, provided that unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a separate ISIN or Common Code, in unlimited amount for original issue Trustee shall upon a written order of the Issuer Company in the form of an Officer’s Certificate a Company Order authenticate and deliver any (i) additional Notes (“Additional Notes”) in unlimited aggregate principal amount (so long as specified in such order together with an Opinion permitted by the terms of Counselthis Indenture, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 including, without limitation, Section 4.09 hereof. The Trustee ) or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Exchange Notes as provided or private exchange notes for issue only in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 an Exchange Offer or a partial repurchase of private exchange, respectively, pursuant to a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05Registration Rights Agreement, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate for like principal amount as specified in such orderof Notes. Each such written order shall specify the principal amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.02 hereof, shall certify that such issuance is in compliance with Section 4.09 hereof. SECTION 2.02All the Notes issued under this Indenture shall be consolidated with and form a single class with the Notes and shall have the same terms as to status waivers, amendments, offers to purchase, redemptions or otherwise as the Notes. Notwithstanding anything else in this Indenture to the contrary, at the Company’s option, Additional Notes may be issued with the same CUSIP number as the Initial Notes or the Exchange Notes, as the case may be, and without the Private Placement Legend, provided that the Company has furnished an Opinion of Counsel to the Trustee confirming that such issuance would not conflict with federal and state securities laws and the rules and regulations of the Commission.

Amount of Notes. The Trustee or Authentication Agent shall initially authenticate €$400,000,000 aggregate principal amount of 2029 Senior Notes (the “Initial 2029 Senior Notes”) and $400,000,000 aggregate principal amount of 2032 Senior Notes (the “Initial 2032 Senior Notes” and, together with the Initial 2029 Senior Notes, the “Initial Notes”), in each case, for original issue on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the Issuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 10.04 and 11.05 10.05 hereof. The Trustee or Authentication Agent shall authenticate additional notes the Additional 2029 Senior Notes or the Additional 2032 Senior Notes, in an unlimited amount having identical terms and conditions as the Notes other than the issue dateeach case, the issue price, the first interest payment date and the first date from which interest will accrue (the “Additional Notes”) thereafter from time to time, provided that unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a separate ISIN or Common Code, time in an unlimited amount for original issue upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 10.04 and 11.05 10.05 hereof; provided that the Additional Notes of a series shall have identical terms to the Initial Notes of such series offered on the Issue Date, other than, if applicable, the date from which interest will accrue and the first Interest Payment Date; provided, further, that if any Additional Notes of a series are not fungible with the Initial Notes of such series for U.S. federal income tax purposes, such Additional Notes of such series will have a separate CUSIP number and ISIN from the Initial Notes of such series. The Trustee or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iviii) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (viv) Notes exchanged as provided in Section 8.058.04, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated. SECTION 2.02.

Amount of Notes. The Trustee or Authentication Agent shall initially authenticate €400,000,000 aggregate principal amount of Initial (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $65,000,000, and (ii) pursuant to Section 2.15 hereof and paragraph 1 of the Notes, Additional Notes issued as a PIK Payment in lieu of a cash interest payment on the Notes, upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the Issuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall authenticate additional notes in an unlimited amount having identical terms and conditions as the Notes other than the issue date, the issue price, the first interest payment date and the first date from which interest will accrue (the “Additional Notes”) thereafter from time to time, provided that unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a separate ISIN or Common Code, in unlimited amount for original issue upon a written order of the each Issuer in the form of an Officer’s Officers’ Certificate in aggregate principal amount as specified in such order together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereofeach Issuer. The Trustee or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05, in each case upon a written order of the Issuer in the form of an Officer’s Officers’ Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the number of separate Notes and the principal amount of Notes or Additional Notes to be authenticated and the date on which the Notes or Additional Notes are to be authenticatedauthenticated and persons in whose names the Notes or Additional Notes are to be registered, and shall direct delivery of the Notes or Additional Notes to such persons or representatives thereof. SECTION 2.02Upon receipt of a written order of the Issuers in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuers. Pursuant to Section 2.15 hereof and paragraph 1 of the Notes, under the conditions set forth therein, the Issuers are entitled to, without the consent of the Holders and without regard to Section 4.06 hereof, make a PIK Payment by increasing the outstanding principal amount of the Notes or issuing Additional Notes under this Indenture on the same terms and conditions as the Notes issued on the Issue Date in lieu of a payment of cash interest. Any such Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase. For the purposes of this Indenture, references to the Notes include Additional Notes, if any, and any increase in the principal amount of the outstanding Notes in lieu of the issuance of Additional Notes, and references to “principal amount” of the Notes shall include any such increase in the principal amount of the outstanding Notes from the date of such increase.

Amount of Notes. The Trustee or Authentication Agent shall initially authenticate €400,000,000 aggregate principal amount of Initial (i) Notes for original issue on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the Issuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall authenticate additional notes in an unlimited amount having identical terms and conditions as the Notes other than the issue date, the issue price, the first interest payment date and the first date from which interest will accrue (the “Additional Notes”) thereafter from time to time, provided that unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a separate ISIN or Common Code, in unlimited amount for original issue upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08$110,000,000, (ii) temporary in the event of an exercise by the Initial Purchaser pursuant to Section 2.2(b) of the Purchase Agreement of its option to purchase up to an additional $6,000,000 aggregate principal amount of Notes as provided (the "Option Notes"), Option Notes for original issue in Section 2.11the aggregate principal amount not to exceed $6,000,000, which Option Notes may not be issued after April 22, 1997 and (iii) Notes issued (other than Option Notes) for original issue subsequent to the Issue Date in connection with certain transfers and exchanges as provided an aggregate principal amount not to exceed $90,000,000 (minus the aggregate principal amount of any Option Notes authenticated pursuant to the terms hereof) in Sections 2.07, 2.16 and 2.17, one or more series (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05"Subsequent Series Notes"), in each case upon a written order of the Issuer Company in the form of an Officer’s Officers' Certificate of the Company; provided, however, that no Subsequent Series Notes may be authenticated and delivered in an aggregate principal amount as specified of less than $25,000,000; and provided, further, that the Company must, in such orderissuing any Subsequent Series Notes, comply with Section 4.06. Each such written order shall specify the principal amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the title of the Notes of the series (which shall distinguish the Notes of the series from Notes of any other series). SECTION All Notes issued on the Issue Date, Option Notes and Subsequent Series Notes shall be identical in all respects other than issue dates and the date from which interest accrues and except as provided in this Section 2.01 and except that any Subsequent Series Notes may contain any notations, legends or endorsements permitted under Section 2.02. The aggregate principal amount of Notes outstanding at any time may not exceed $200,000,000, except as provided in Section 2.08. Upon receipt of a Company Request and an Officers' Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or, with respect to Notes issued under the Indenture subsequent to the Issue Date, a registration rights agreement substantially identical to the Registration Rights Agreement, is effective and that the conditions precedent to a private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed $200.0 million for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Company Request referred to in the preceding sentence. In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Indenture subsequent to the Issue Date pursuant to the first paragraph of this Section 2.01, the Company shall use its best efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of Notes issued under this Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.

Amount of Notes. The Trustee or Authentication Agent shall initially authenticate €400,000,000 aggregate principal amount of Initial and deliver the Notes for original issue on the Issue Date in an aggregate principal amount of $300,000,000 of the Notes upon a written order of the Issuer signed by one OfficerCompany in the form of a Company Order. In addition, together with an Officer’s Certificate of the Issuer at any time and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall authenticate additional notes in an unlimited amount having identical terms and conditions as the Notes other than the issue date, the issue price, the first interest payment date and the first date from which interest will accrue (the “Additional Notes”) thereafter from time to time, provided that unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes, such Additional Notes will be issued with a separate ISIN or Common Code, in unlimited amount for original issue Trustee shall upon a written order of the Issuer Company in the form of an Officer’s Certificate a Company Order authenticate and deliver any (1) additional Notes (“Additional Notes”) in unlimited aggregate principal amount (so long as specified permitted by the terms of this Indenture, including, without limitation, Section 4.09 hereof) or (2) Exchange Notes or private exchange notes for issue only in such order together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 Exchange Offer or a partial repurchase of private exchange, respectively, pursuant to a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05Registration Rights Agreement, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate for like principal amount as specified in of Notes. For the avoidance of doubt any such orderExchange Notes or private exchange notes shall not be deemed the Incurrence of additional Debt for purposes of this Indenture. Each such written order shall specify the principal amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.02 hereof, shall certify that such issuance is in compliance with Section 4.09 hereof. SECTION 2.02All the Notes issued under this Indenture shall be consolidated with and form a single class with the Notes and shall have the same terms as to status waivers, amendments, offers to purchase, redemptions or otherwise as the Notes. Notwithstanding anything else in this Indenture to the contrary, at the Company’s option, Additional Notes may be issued with the same CUSIP number as the Initial Notes or the Exchange Notes, as the case may be, and without the Private Placement Legend, provided that the Company has furnished an Opinion of Counsel to the Trustee confirming that such issuance would not conflict with federal and state securities laws and the rules and regulations of the Commission.

Amount of Notes. The Trustee or Authentication Agent shall initially authenticate €400,000,000 (i) $800,000,000 aggregate principal amount of Initial 2028 Notes and (ii) $600,000,000 aggregate principal amount of 2033 Notes, in each case for original issue on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the Issuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereof. The Trustee Issuer may from time to time, without notice to or Authentication Agent shall authenticate additional notes the consent of the then existing Holders of the Notes, increase the principal amount of the Notes and issue Additional Notes in an unlimited amount having identical amount, which Additional Notes will have the form and terms and conditions as the Initial Notes other than or the issue dateExchange Notes, as the case may be, except for the issue price, the first interest payment date of issuance and the first date from which interest thereon will begin to accrue (the “Additional Notes”) thereafter from time to time, provided that unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes, and such Additional Notes will be form a single series with the previously issued Initial Notes or Exchange Notes, as the case may be, including for voting purposes; provided that any Additional Notes that are not fungible with the Initial Notes or the Exchange Notes, as the case may be, for United States federal income tax purposes will have a separate CUSIP, ISIN and other identifying number from the Initial Notes or Common Codethe Exchange Notes, in unlimited amount for original issue as the case may be. The Trustee shall authenticate such Additional Notes upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 11.04 and 11.05 hereoforder. The Trustee or Authentication Agent shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes of each series to be authenticated and the date on which the Notes of such series are to be authenticated. SECTION 2.02.