Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. The Notes shall be executed on behalf of the Issuers by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right as an Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholders.

Execution and Authentication. The (a) At least one Officer shall execute the Notes shall be executed on behalf of the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the Trustee manually signs form of Exhibit A attached hereto by the certificate manual signature of authentication on an authorized signatory of the NoteTrustee. Such The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The Trustee shall authenticate . (ic) Notes for original issue on On the Issue Date in Date, the Trustee shall, upon receipt of a written order of the Company signed by an amount not Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to exceed $150,000,000 aggregate time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any PIK Notes (or shall increase the principal amount upon a Company Request, and (iiof any Global Note) any Payment-in-Kind Notes as a result of PIK Interest for in an aggregate principal amount specified in such Company Request Authentication Order for such Payment-in-Kind PIK Notes issued hereunder. Each hereunder (or for such Company Request shall specify the increase in principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or any Global Notes or such other information as the Trustee may reasonably request. Note). (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with Holders, the Issuers Company or an Affiliate. Affiliate of the Company. (e) The Trustee shall have the right to decline to authenticate and deliver make available for delivery upon receipt of an Authentication Order (i) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $300,000,000, (ii) subject to the terms of this Indenture, PIK Notes (or shall increase the principal amount of any Global Note) and (iii) any other Notes under issued in accordance with this Section if Indenture. Such Authentication Order shall specify the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and this Indenture whether the Notes are affected in to be Initial Notes, PIK Notes, Unrestricted Global Notes or other Notes. (f) On any Interest Payment Date on which the Company pays PIK Interest (a manner that is not reasonably acceptable “PIK Payment”), with respect to a Global Note, upon receipt of an Authentication Order, the Trustee shall increase the principal amount of such Global Note by an amount equal to the Trustee or if interest payable, rounded up to the nearest whole dollar, for the relevant interest period on the principal amount of such Global Note as of the relevant Record Date for such Interest Payment Date, to the credit of the Holders on such Record Date and an adjustment shall be made on the books and records of the Trustee in good faith with respect to such Global Note to reflect such increase. On any Interest Payment Date on which the Company makes a PIK Payment by issuing Definitive Notes (a “PIK Note”), the principal amount of any such PIK Note issued to any Holder, for the relevant interest period as of the relevant Record Date for such Interest Payment Date, shall determine that such action would expose be rounded up to the Trustee to personal liability to existing Noteholdersnearest whole dollar.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,000,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Dutch Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Notes Trustee shall be executed on behalf authenticate and make available for delivery upon a written order of the Issuers signed by two Officers one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each Issuer of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or an Officer and an Assistant Secretary Additional Notes, the registered holder of each Issuerof the Notes and delivery instructions. Such signature may Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be either in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuers by manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuers to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The An Officer shall sign the Notes shall be executed on behalf of for the Issuers Company by two Officers of each Issuer manual, facsimile or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileelectronic image scan (e.g., pdf) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers or an Affiliate. The Trustee shall have Company and Affiliates of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersCompany.

Execution and Authentication. The Two Officers shall sign the Notes shall be executed on behalf of for the Issuers Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NoteNotes, the Note Notes shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed $150,000,000 aggregate principal amount upon a Company Request[$ ], and (ii) any Payment-in-Kind Private Placement Notes as a result of PIK Interest for original issue on the Issue Date in an aggregate principal amount specified not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in such connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request Order shall specify the aggregate principal amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Payment-in-Kind Registered Notes, Private Placement Notes and or Additional Notes, whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. An authenticating agent Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right as an Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholders.Authenticating

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $550,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Issuers Notes for the Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilePDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,200,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Issuers Notes for the Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Notes shall be executed on behalf One Officer of the Issuers Company shall sign the Notes for the Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless, after giving effect to any exchange of Initial Notes for Exchange Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. Such The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The Trustee A Note shall authenticate be dated the date of its authentication. (i1) Initial Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount of $150,000,000, (2) Additional Notes for original issue and (3) Exchange Notes for issue only in an exchange offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Notes or Additional Notes of an equal principal amount, in each case upon a written order of the Company Request, signed by two Officers of the Company or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such the "Company Request for such Payment-in-Kind Notes issued hereunderOrder"). Each such Such Company Request Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, authenticated and whether the Notes are to be Payment-in-Kind Notes and whether the Initial Notes, Additional Notes or Payment-in-Kind Exchange Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. In case the Company or any Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall 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 agent. An authenticating agent has consolidation, or surviving such merger, or into which any Company or any Guarantor shall have been merged, or the same right Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an Agent to deal indenture supplemental hereto with the Issuers Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliate. The Trustee delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall have the right to decline to authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any Notes under time be authenticated and delivered in any new name of a successor Person pursuant to this Section if 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Trusteeoption of the Holders but without expense to them, being advised by counsel, reasonably determines that shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersnew name.

Execution and Authentication. The Notes shall be executed on behalf of the Issuers DIMAC Holdings, by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature, by its Chairman of the Board, its President or one of its Vice Presidents and attested by another Officer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall authenticate (i) Notes for original issue on up to $30,000,000 aggregate principal amount. In addition, the Issue Date in Trustee shall authenticate PIK Notes from time upon an amount not to exceed $150,000,000 Issuer Order. The aggregate principal amount upon a Company Request, and (ii) of Notes outstanding at any Payment-in-Kind Notes as a result of PIK Interest for an time may not exceed $30,000,000 plus the aggregate principal amount specified in such Company Request for such Payment-in-Kind of PIK Notes issued hereunder. Each such Company Request shall specify pursuant to Section 1 of the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, except as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requestprovided in Section 2.7. The Trustee may appoint an authenticating agent acceptable to DIMAC Holdings to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers DIMAC Holdings or an AffiliateAffiliate of DIMAC Holdings. The Unless otherwise required by applicable law, DIMAC Holdings, the Trustee and any agent of DIMAC Holdings or the Trustee shall have treat the right Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to decline to authenticate the provisions of this Indenture and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes with respect to record dates) interest on such Note and this Indenture are for all other purposes whatsoever, regardless of whether such Note is overdue, and neither DIMAC Holdings, the Trustee nor any agent of DIMAC Holdings or the Trustee shall be affected in a manner that is not reasonably acceptable by notice to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholderscontrary.

Execution and Authentication. The At least one Officer must sign the Notes shall be executed on behalf of for the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the Trustee manually signs manual signature of the certificate of authentication on the NoteTrustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) aggregate principal amount of Notes for original which may be authenticated under this Indenture is unlimited. The Company may, subject to Article 4 of this Indenture and applicable law, issue Additional Notes under this Indenture. The Notes issued on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Additional Notes subsequently issued shall be treated as a result single class for all purposes under this Indenture. Furthermore, no Additional Notes may be issued with the same “CUSIP” number as the Notes issued on the date hereof, if such Additional Notes are not fungible with such previously issued Notes for U.S. federal income tax purposes. At any time and from time to time after the execution of PIK Interest this Indenture, the Trustee shall, upon receipt of a written order of the Company signed by at least one Officer of the Company (an “Authentication Order”) and an Opinion of Counsel, authenticate Notes for (i) original issue in an aggregate principal amount specified in such Company Request for Authentication Order and (ii) Additional Notes in such Payment-in-Kind Notes issued hereunderamounts as may be specified from time to time without limit, so long as such issuance is permitted under Article 4 of this Indenture and applicable law. Each such Company Request The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with Holders or the Issuers Company or an Affiliate. The Trustee shall have Affiliate of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersCompany.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $800,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to MHGE Holdings to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to MHGE Holdings. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes shall be executed on behalf of the Issuers Issuer by two Officers of each Issuer manual, electronic or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate . (ia) Notes Original Notes, on the date hereof, for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in of $600,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Company Request for such Payment-in-Kind Additional Notes issued hereunderwith the provisions of ‎Section 4.06 and ‎Section 4.07. Each such Company Request shall specify The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, from time to time; provided that, any Additional Notes may not have the amount of Notes to same CUSIP number and/or ISIN (or be authenticated and represented by the date on which same Global Note or Global Notes) as the Notes unless the Additional Notes are to be authenticated, whether fungible with the Notes are to be Payment-in-Kind for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of $2,000 and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requestintegral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same right rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuers Issuer or an AffiliateAffiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section ‎‎Section 2.02 if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersHolders.

Execution and Authentication. The Notes shall be executed on behalf One Officer of the Issuers Company shall sign the Notes for the Company by two Officers of each Issuer manual, facsimile, PDF or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileother electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. Such The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The A Note shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall shall, upon receipt of a Company Order, authenticate and make available for delivery: (i1) Initial Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount of $2,200,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e) hereof, Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Company Requestsigned by one Officer (the “Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall, upon receipt of a Company Order in connection with a PIK Payment, either, at the Company’s option, (ii1) authenticate and deliver any Payment-in-Kind PIK Notes as a result of PIK Interest for an in aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each Order, or (2) increase the aggregate principal amount of an outstanding Note in the amount set forth in such Company Request Order. Notwithstanding anything to the contrary herein, no Opinion of Counsel shall specify be required to be delivered in connection with any PIK Payment (whether by an issuance of PIK Notes or by an increase in the aggregate principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be an outstanding Note as a result of a PIK Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request). The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same right rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Guarantor, pursuant to Article IV or Section 10.2 hereof, as applicable, 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 Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Issuers Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliate. The Trustee delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this Section if of like principal amount; and the Trustee, being advised by counselupon receipt of a Company Order of the successor Person, reasonably determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be takenauthenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, if its own rightssuch successor Person, duties or immunities under at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and this Indenture are affected delivered in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersnew name.

Execution and Authentication. The Notes Second Lien Trustee shall be executed on behalf authenticate and make available for delivery upon a written order of the Issuers signed by two Officers one Officer of each Issuer or (an Officer “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $322,868,000.00 and (b) subject to the terms of this Indenture, Additional Notes in an Assistant Secretary aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. As far as the Issuer is concerned, the Notes (in global or definitive form) will have to be signed pursuant to the articles of association of the Issuer or the resolutions of the Board of Directors of the Issuer. Such signature may be either One Officer shall sign the Notes for each Issuer by manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Second Lien Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Second Lien Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Second Lien Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuers to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Second Lien Trustee may do so. Each reference in this Indenture to authentication by the Second Lien Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Notes shall be executed on behalf of the Issuers by two Officers of each Issuer by any one of the following: its Chairman, Chief Executive Officer, President or an Chief Financial Officer and an Assistant Secretary attested by any of each Issuerthe aforementioned Officers other than the Officer who executed the Notes or any other Person authorized for such purpose. Such The signature of any of these officers on the Notes may be either manual or facsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the Trustee manually signs manual signature of a duly authorized signatory of the certificate of authentication on the NoteTrustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Issuers may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee shall shall, upon receipt of a written order of the Issuers signed by two Officers of each Issuer (an “Authentication Order”), authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunderAuthentication Order. Each such Company Request The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Holders or an Affiliate. The Trustee shall have Affiliate of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersIssuers.

Execution and Authentication. The Notes shall be executed on behalf (a) One Officer of the Issuers Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee at least two Officers Business Days prior to the Effective Date, authenticate Notes for original issue that may be validly issued under this Indenture, including any PIK Interest Notes as a result of a PIK Payment in accordance with Section 2.14 hereof, and increase the principal amount of any Global Note as a result of a PIK Payment. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each Issuer of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or an Officer and an Assistant Secretary PIK Interest Notes, the registered holder of each Issuerof the Notes and delivery instructions. Such signature The aggregate principal amount of Notes outstanding at any time may be either manual not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or facsimile. more Authentication Orders, except as provided in Section 2.08 hereof. (c) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (d) A Note shall not be valid until authenticated by the Trustee manually signs manual signature of the certificate of authentication on the NoteTrustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (e) The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, of Notes which may be authenticated and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request delivered under this Indenture shall specify not exceed $12.0 million plus the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. any PIK Payments. (f) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Holders or an Affiliate. The Trustee shall have Affiliate of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersCompany.

Execution and Authentication. The Notes shall be executed on behalf An authorized managing director or directors or an authorized officer or officers (in each case individually, an “authorized officer”) of the Issuers Issuer shall sign the Notes for the Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer authorized officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee manually or, as the case may be, an authentication agent signs the certificate of authentication on the NoteNote by manual or facsimile signature. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Pursuant to an Issuer Order, the Issuer shall execute and the Trustee shall authenticate (ia) Original Notes for original issue on the Issue Date in an amount not up to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified of €345,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 2.15. Any issue of Additional Notes that is to utilize the same ISIN or Common Code number as a Note already issued hereunder shall be effected in such Company Request for such Paymenta manner and under circumstances whereby the issue of Additional Notes is treated as a “qualified reopening” (within the meaning of U.S. Treas. Reg. 1.1275-in-Kind Notes issued hereunder2(k)(3), or any successor provision, all as in effect at the time of further issue) of the issue of notes having the shared ISIN or Common Code number, as the case may be. Each such Company Request shall specify the The aggregate principal amount of Notes to be authenticated outstanding shall not exceed the amount set forth herein except as provided in Section 2.07 and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requestSection 2.15. The Trustee may appoint an authenticating authentication agent reasonably acceptable to the Issuer to authenticate the Notes. An authenticating Unless limited by the terms of such appointment, any such authentication agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating authentication agent has the same right rights as an any Registrar, co-Registrar Transfer Agent or Paying Agent to deal with the Issuers Issuer or an AffiliateAffiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersHolders.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Authorized Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $625,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and in integral multiples of $1,000 in excess thereof. One Authorized Officer shall sign the Issuers Notes for the Issuer by two Officers of each Issuer manual, electronic, facsimile signature or an Officer and an Assistant Secretary of each Issuer. Such electronically transmitted signature may be either manual or facsimile(including .pdf). If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Notes Trustee shall be executed on behalf authenticate and make available for delivery upon a written order of the Issuers Issuer signed by two Officers one Officer of the Issuer (an “Authentication Order”), subject to the terms of this Indenture, Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each Issuer or an Officer and an Assistant Secretary of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the registered holder of each Issuerof the Notes and delivery instructions. Such signature may be either One Officer shall sign the Notes for the Issuer by manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall will, upon receipt of an Authentication Order, authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 that may be validly issued under this Indenture, including any PIK Notes and Additional Notes. The aggregate principal amount upon a Company Request, and (ii) of Notes outstanding at any Payment-in-Kind Notes as a result of PIK Interest for an time may not exceed the aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes authorized for issuance by the Issuer pursuant to be authenticated and the date on which the Notes are to be authenticatedone or more Authentication Orders, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, except as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requestprovided in Section 2.05 hereof. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by an Officer of the Issuer, a copy of which shall be furnished to the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Responsible Officer of the Issuer (i) the Initial Notes for original issue on the Closing Date in an aggregate principal amount of $135,000,000 and (ii) subject to the terms of this Indenture, the Additional Notes from time to time after the Closing Date in an aggregate principal amount not to exceed $40,000,000. Such written order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Closing Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Responsible Officer shall sign each of the Issuers Notes for the Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an a Responsible Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid nor shall it be entitled to any benefit under this Indenture until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteNote by manual signature. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall may appoint one or more authenticating agents reasonably acceptable to the Issuer to authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as on behalf of the Trustee may reasonably requestby manual signature. The Trustee may appoint Any such appointment shall be evidenced by an authenticating agent instrument signed by a Trust Officer, a copy of which shall be furnished to authenticate Notesthe Issuer. An Unless limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do soso by manual signature. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $[—], and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Issuers Notes for the Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by an Officer (a) Original Notes for original issue on the Issue Date in an aggregate principal amount of $400,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Original Notes and Additional Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Original Notes, Additional Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Issuers Notes for the Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Notes Two Officers of the Company shall be executed sign the Securities on behalf of the Issuers by two Officers Company, and one Officer of each Issuer or an Officer and an Assistant Secretary Subsidiary Guarantor shall sign the notation on the Securities relating to the Guarantee of such Subsidiary Guarantor on behalf of such Subsidiary Guarantor, in each Issuer. Such signature may be either case by manual or facsimilefacsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer of the Company or any Subsidiary Guarantor whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity is authenticated, the Note Security shall be valid nevertheless. A Note Security shall not be valid until the Trustee or an authenticating agent manually signs the certificate of authentication on the NoteSecurity. Such The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate (i) Notes Securities for original issue on in the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount of $150,000,000 upon a written order of the Company Request, and (ii) any Payment-in-Kind Notes as a result signed by two Officers of PIK Interest for an the Company. The aggregate principal amount specified of Securities outstanding at any time may not exceed $150,000,000. Series B Notes may be issued only in such Company Request exchange for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the a like principal amount of Series A Notes pursuant to an Exchange Offer. The principal and interest on Book-Entry Securities shall be authenticated payable to the Depository or its nominee, as the case may be, as the sole registered owner and the date sole holder of the Book-Entry Securities represented thereby. The principal and interest on which Securities in certificated form shall be payable at the Notes are to be authenticated, whether office of the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requestPaying Agent. The Trustee may appoint an authenticating agent to authenticate NotesSecurities. An authenticating agent may authenticate Notes Securities whenever the Trustee may do soso except on original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Company or an Affiliateits Affiliates. The Trustee Securities shall have the right to decline to authenticate be issuable only in registered form without coupons and deliver only in denominations of $1,000 and any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersintegral multiple thereof.

Execution and Authentication. The One Officer shall sign the Notes shall be executed on behalf for each of the Issuers by two Officers of each Issuer manual, facsimile or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileelectronic signature. If an Officer the Officers whose signature is are on a Note no longer holds that such office at the time the Trustee or Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee manually signs or the certificate of authentication on Authenticating Agent authenticates the Note. Such The signature of the Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The Trustee may authenticate the Note by manual, facsimile or electronic signature. Electronically imaged signatures such as .pdf files, faxed signatures or other electronic signatures to the Note and the authentication pages to the Note shall have the same effect as original signatures. A Note shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Authenticating Agent shall authenticate and make available for delivery: (i1) Initial Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount of $500,000,000 and (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, in each case upon a Company Request, and written order of the Issuers signed by one Officer (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunderthe “Issuer Order”). Each such Company Request Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes are is to be authenticated, the holder of the Notes and whether the Notes are to be Payment-in-Kind Notes and whether the Initial Notes or Payment-in-Kind Additional Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuers to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentan Authenticating Agent. An authenticating agent Authenticating Agent has the same right rights as an any Registrar, Paying Agent to deal with or agent for service of notices and demands. In case any of the Issuers or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated, merged or amalgamated with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Affiliate. The Trustee entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which any of the Issuers or any Guarantor shall have been merged, or the right Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to decline Article IV, any of the Notes authenticated or delivered prior to authenticate such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and deliver any form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes under this Section if surrendered for such exchange and of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, reasonably determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be takenauthenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, if its own rightssuch successor Person, duties or immunities under at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and this Indenture are affected delivered in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersnew name.

Execution and Authentication. The At least one Officer shall execute the Notes shall be executed on behalf of the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the Noteor Authentication Agent. Such The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The Trustee shall authenticate (i) Notes for original issue on On the Issue Date Date, the Trustee (or Authentication Agent) shall, upon receipt of the Company’s order (an “Authentication Order”) signed by one Officer, authenticate and deliver the Initial Notes. In addition, subject to the terms of this Indenture, at any time, from time to time, the Trustee (or Authentication Agent) shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount to be determined at the time of issuance specified in such Company Request for such Payment-in-Kind Notes issued hereundertherein. Each such Company Request Such Authentication Order shall specify the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.01, shall certify that such issuance is in compliance with Section 4.03 and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requestSection 4.06. The Trustee may appoint an authenticating authentication agent acceptable to the Company to authenticate Notes. An authenticating authentication agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating authentication agent has the same right rights as an Agent to deal with the Issuers Holders or an Affiliate. The Trustee shall have Affiliate of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersCompany.

Execution and Authentication. The Notes shall be executed on behalf (a) Two Officers of the Issuers Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by two Officers of each Issuer the Company (an “ Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.07, of which $300.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue (i) Exchange Notes in exchange for Initial Notes in an initial aggregate principal amount not to exceed $300.0 million or (ii) Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes issued on the date hereof or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Officer and Exchange Offer pursuant to an Assistant Secretary of each Issuer. Such signature may be either manual or facsimile. applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (e) A Note shall not be valid until authenticated by the Trustee manually signs manual signature of the certificate of authentication on the NoteTrustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (f) The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to which may be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. delivered under this Indenture is unlimited. (g) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Holders or an Affiliate. The Trustee shall have Affiliate of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersCompany.

Execution and Authentication. The Notes shall be executed on behalf An Officer of each of the Issuers Obligors shall sign the Securities for the Obligors by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. Such The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes and make available for delivery Securities for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind of $240,000,000 of the 3.0% Notes issued hereunderdue 2010 and an aggregate principal amount of $240,000,000 of the 4.0% Notes due 2013 upon receipt of a written order or orders of the Obligors signed by an Officer of the Obligors (an "OBLIGORS ORDER"). Each such Company Request The Obligors Order shall specify the amount of Notes Securities to be authenticated in each series, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the Notes are each original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time of either series may not exceed the amounts in the foregoing sentence, whether except as provided in Section 2.7. The 3.0% Notes due 2010 and the 4.0% Notes are to be Payment-in-Kind Notes due 2013 shall each constitute a separate series of Securities issued hereunder and whether each such series shall vote separately as its own class under the Notes or Payment-in-Kind NotesIndenture, as applicable, are to be issued as Definitive Notes or Global Notes or such other information except where otherwise provided. The Trustee shall act as the Trustee may reasonably requestinitial authenticating agent. The Thereafter, the Trustee may appoint an authenticating agent acceptable to the Obligors to authenticate NotesSecurities. An authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same right rights as an Agent to deal with the Issuers Obligors or an AffiliateAffiliate of the Obligors. The Trustee Securities shall have the right to decline to authenticate be issuable only in registered form without coupons and deliver only in denominations of $1,000 principal amount and any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersintegral multiple thereof.

Execution and Authentication. One Officer shall sign the Notes for the Company by manual or facsimile signature. The Notes shall be executed on behalf of the Issuers by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature Company's seal may be either manual or facsimilereproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the Trustee manually signs manual signature of an authorized signatory of the certificate of authentication on the NoteTrustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture and that the Holder thereof is entitled to the benefits of this Indenture. The Trustee shall shall, upon a written order of the Company signed by two Officers (an "AUTHENTICATION ORDER"), (a) authenticate (i) Notes for original issue on the Issue Date in an amount not up to exceed $150,000,000 the aggregate principal amount upon a Company Requeststated in clause (i) of the last sentence of Section 4(a) of the Notes, and (iib) any Payment-in-Kind Notes as a result from time to time after the Issue Date, to the extent required by Section 1 of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunderthe Notes, authenticate Additional Notes. Each such Company Request Authentication Order shall specify set forth whether the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to shall be issued as Global Notes, Definitive Notes or as increases in the principal amount of an outstanding Global Note. The Authentication Order given on the Issue Date shall specify the principal amount of Disputed Claims Notes. The aggregate principal amount of Notes or such other information outstanding at any time may not exceed the amount specified in Section 4 of the Notes except as the Trustee may reasonably requestprovided in Section 2.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Holders or an AffiliateAffiliate of the Company. The Trustee Notes shall have the right be issuable only in registered form without coupons and shall not be subject to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersminimum denominations.

Execution and Authentication. The One Officer of the Company shall sign the Notes shall be executed on behalf of the Issuers Company by two Officers of each Issuer manual or an Officer and an Assistant Secretary of each Issuerfacsimile signature. Such signature The Company's seal may be either manual (but shall not be required to be) impressed, affixed, imprinted or facsimilereproduced on the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the Trustee manually signs manual signature of an authorized signatory of the certificate of authentication on the Note. Such Trustee, which signature shall be conclusive evidence that the Note has been authenticated under this the Indenture. The Trustee shall authenticate (i) Notes for original issue on the Initial Issue Date Date, Series A Notes in an amount not to exceed $150,000,000 the aggregate principal amount upon a Company Requestof $175,000,000, and (ii) Exchange Notes for original issue, pursuant to any Payment-in-Kind Notes as Exchange Offer or Private Exchange, for a result of PIK Interest for an aggregate like principal amount of Series A Notes and (iii) any amount of additional Notes specified by the Company, in such each case, upon a written order of the Company Request for such Payment-in-Kind Notes issued hereundersigned by one Officer of the Company. Each such Company Request Such order shall specify (a) the amount of the Notes to be authenticated and the date on which the Notes are to be authenticatedof original issue thereof, and (b) whether the Notes are to be Payment-in-Kind Notes and whether the Series A Notes or Payment-in-Kind Exchange Notes. The aggregate principal amount of Notes of any series outstanding at any time may not exceed the aggregate principal amount of Notes of such series authorized for issuance by the Company pursuant to one or more written orders of the Company, except as applicableprovided in Section 2.08 hereof. Subject to the foregoing, are to the aggregate principal amount of Notes of any series that may be issued as Definitive Notes or Global Notes or such other information as under the Trustee may reasonably requestIndenture shall not be limited. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Company, or an AffiliateAffiliate of any of them. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Series A Notes and this Indenture are affected in the Exchange Notes shall be considered collectively to be a manner that is not reasonably acceptable single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholderspurchase.

Execution and Authentication. The (a) At least one Officer shall execute the Notes shall be executed on behalf of the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the Trustee manually signs form of Exhibit A attached hereto by the certificate manual signature of authentication on an authorized signatory of the NoteTrustee. Such The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The Trustee shall authenticate . (ic) Notes for original issue on On the Issue Date Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request Authentication Order for such Payment-in-Kind Additional Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. . (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with Holders, the Issuers Company or an Affiliate. Affiliate of the Company. (e) The Trustee shall have the right to decline to authenticate and deliver make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes under issued in exchange for any of the foregoing in accordance with this Section if Indenture. Such order shall specify the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and this Indenture whether the Notes are affected in a manner that is not reasonably acceptable to the Trustee be Initial Notes, Additional Notes or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersother Unrestricted Global Notes.

Execution and Authentication. The (a) At least one Officer shall execute the Notes shall be executed on behalf of the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the Trustee manually signs form of Exhibit A attached hereto by the certificate manual signature of authentication on an authorized signatory of the NoteTrustee. Such The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The Trustee shall authenticate . (ic) Notes for original issue on On the Issue Date Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request Authentication Order for such Payment-in-Kind Additional Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. . (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with Holders, the Issuers Company or an Affiliate. Affiliate of the Company. (e) The Trustee shall have the right to decline to authenticate and deliver make available for delivery upon an Authentication Order (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $500,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any other Unrestricted Global Notes under issued in exchange for any of the foregoing in accordance with this Section if Indenture. Such Authentication Order shall specify the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and this Indenture whether the Notes are affected in a manner that is not reasonably acceptable to the Trustee be Initial Notes, Additional Notes or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersother Unrestricted Global Notes.

Execution and Authentication. The Notes shall be executed on behalf of the Issuers by two Officers of each Issuer by any one of the following: its Chairman, Chief Executive Officer, President or an Chief Financial Officer and an Assistant Secretary attested by any of each Issuerthe aforementioned Officers other than the Officer who executed the Notes or any other Person authorized for such purpose. Such The signature of any of these officers on the Notes may be either manual or facsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the Trustee manually signs manual signature of a duly authorized signatory of the certificate of authentication on the NoteTrustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Issuers may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee shall shall, upon receipt of a written order of the Issuers signed by two Officers of each Issuer (an "AUTHENTICATION ORDER"), authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunderAuthentication Order. Each such Company Request The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Holders or an Affiliate. The Trustee shall have Affiliate of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersIssuers.

Execution and Authentication. The Two Officers shall sign the Notes shall be executed on behalf of for the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) and deliver the Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified of $30,000,000, and Definitive Notes, Global Notes and any replacement notes or temporary notes issued pursuant to Section 2.07 or 2.09, respectively, in such each case, upon a written order (an “Authentication Order”) of the Company Request for such Payment-in-Kind Notes issued hereundersigned by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Each such Company Request Such order shall specify the amount of the Notes to be authenticated and the date on which the Notes are to be authenticated. Not less than five (5) Business Days prior to each interest payment date under the Notes, whether the Company shall deliver a written order signed by an Officer of the Company to the Trustee specifying the amount by which the principal balance of the Notes are to shall be Payment-in-Kind Notes and whether increased as a result of interest due on the Notes or Payment-in-Kind pursuant to the terms of the Notes, as applicableand the date of such increase. The Trustee shall increase the aggregate principal amount of the Notes on the date specified in such written order upon receipt of such written order. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, are or any written order specifying an increase in the principal amount of the Notes pursuant to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requestimmediately preceding sentence. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Notes shall be executed on behalf An Officer of the Issuers Company shall sign the Notes for the Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilesignature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. Such The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (i1) Notes of a series for original issue on the Issue Date therefor in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in the applicable Authentication Order and (2) any Additional Notes of such Company Request series for original issue from time to time after the initial Issue Date for such Payment-in-Kind Notes issued hereunderseries in such principal amounts as set forth in Section 2.14, in each case upon a written order of the Company signed by two Officers of the Company (an “Authentication Order”). Each such Company Request Such Authentication Order shall specify the principal amount of the Notes to be authenticated and the date on which the issue of Notes are is to be authenticated. Notwithstanding anything to the contrary contained herein, whether the Company may from time to time, without notice to or consent of the Holders, issue such additional principal amounts of Additional Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to may be issued as Definitive and authenticated pursuant to clause (2) of this paragraph, and Notes authenticated and delivered upon registration or Global transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.06, Section 2.08, Section 2.09 , Section 3.06 or such other information as the Trustee may reasonably requestSection 9.04. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent has In case the same right Company, pursuant to Article 5, 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 Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto (if not otherwise a party to the Indenture) with the Issuers Trustee pursuant to Article 5, any of the Notes authenticated or an Affiliate. The Trustee delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Authentication Order of the successor Person, shall have the right to decline to authenticate and deliver any Notes under this Section if as specified in such order for the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholders.purpose of such

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,000,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to Holdings to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Holdings. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to Holdings to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Holdings. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The An Officer shall sign the Notes shall be executed on behalf of for the Issuers Company by two Officers of each Issuer manual, facsimile or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileelectronic image scan (e.g., pdf) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers or an Affiliate. The Trustee shall have Company and Affiliates of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersCompany.

Execution and Authentication. The An Officer shall sign the Notes shall be executed on behalf of for the Issuers by two Officers of each Issuer manual, facsimile or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileelectronic image scan (e.g., pdf) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $375,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Issuers in the form of an Officers’ Certificate. In addition, upon receipt of a written order from the Issuers, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue upon receipt by the Trustee of a written order of the Issuers in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication, together with a written order of the Issuers in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Issuers shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers or an Affiliate. The Trustee shall have and Affiliates of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersIssuers.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $550,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture, no Opinion of Counsel under Section 13.04 shall be executed on behalf required for the Trustee to authenticate and make available for delivery the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issuers Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually manually, electronically or by facsimile signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Notes shall be executed on behalf One Officer of the Issuers Issuer shall sign the Notes for the Issuer by two Officers of each Issuer manual, facsimile, electronic (including a digital signature provided by DocuSign) or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilePDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee manually signs the certificate of authentication on authenticates the Note. Such The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The Trustee A Note shall authenticate be dated the date of its authentication. (i1) Initial Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount of $500,000,000 and (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, in each case upon a Company Request, and written order of the Issuer signed by one Officer (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunderthe “Issuer Order”). Each such Company Request Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes are is to be authenticated, the Holder of the Notes and whether the Notes are to be Payment-in-Kind Notes and whether the Initial Notes or Payment-in-Kind Additional Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the . The Trustee may reasonably requestrequest and rely upon an Issuer Order prior to authenticating any Notes hereunder. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same right rights as any Registrar, Paying Agent or agent for service of notices and demands. In case any of the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, 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 Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Issuers Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliate. The Trustee delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this Section if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, reasonably determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be takenauthenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, if its own rightssuch successor Person, duties or immunities under at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and this Indenture are affected delivered in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersnew name.

Execution and Authentication. The Notes One Officer shall be executed on behalf of sign the Issuers Securities for the Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. Such The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery (i1) Initial Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified of $200.0 million, and (2) Exchange Notes for issue only in such a Registered Exchange Offer, pursuant to the Registration Rights Agreement, for Initial Notes for a like principal amount of Initial Notes exchanged pursuant thereto, in each case upon a written order of the Company Request for such Payment-in-Kind Notes issued hereundersigned by one Officer. Each such Company Request Such order shall specify the amount of Notes the Securities to be authenticated and authenticated, the date on which the Notes original issue of Securities is to be authenticated and whether the Securities are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Initial Notes or Payment-in-Kind Exchange Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee . The aggregate principal amount of Securities outstanding at any time may reasonably requestnot exceed $200.0 million. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notesthe Securities. An Any such appointment shall be evidenced by an instrument in writing signed by a Trust Officer, a copy of which instrument shall be promptly furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The An Officer shall sign the Notes shall be executed on behalf of for the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the Trustee manually signs manual signature of the certificate of authentication on the NoteTrustee. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Initial Notes for original issue on in the Issue Date in an aggregate principal amount not to exceed $150,000,000 aggregate principal amount upon a Company Request125,000,000, and (ii) any Payment-in-Kind Additional Notes as and (iii) Exchange Notes (x) in exchange for a result of PIK Interest for an aggregate like principal amount specified of Initial Notes or (y) in such exchange for a like principal amount of Additional Notes in each case upon a written order of the Company Request for such Payment-in-Kind Notes issued hereunderin the form of an Officers' Certificate of the Company (an "Authentication Order"). Each such Company Request written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Initial Notes, Exchange Notes or Additional Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive certificated Notes or Global Notes or such other information as the Trustee may rea- sonably request. In addition, with respect to authentication pursuant to clauses (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably requestsatisfactory to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with Holders or the Issuers or an AffiliateCompany. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section Indenture if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersliability.

Execution and Authentication. The Two Officers shall sign the Notes shall be executed on behalf of for the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate (i) and deliver $1,200,000,000 of 6.125% Senior Subordinated Notes due 2034 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such order, in each case upon a written order of the Company Request for such Payment-in-Kind Notes issued hereundersigned by two Officers or by an Officer and an Assistant Secretary of the Company (each an “Authentication Order”). Each such Company Request Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Initial Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Additional Notes or such other information as the Trustee may shall reasonably requestrequest and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes shall be issued only in registered form, without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as the Registrar or any Paying Agent or agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Agent Assistant Secretary of the Company, to deal have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 13.05 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate terms of this Indenture and deliver any Notes under this Section if delivered by the Trustee, being advised by counselwill be the legally valid and binding obligations of the Company, reasonably determines that enforceable against the Company in accordance with their terms, subject to any conditions and qualifications specified in such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersOpinion of Counsel.

Execution and Authentication. The One Officer shall sign the Notes shall be executed on behalf of for the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate (i) and deliver $500,000,000 aggregate principal amount of the Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such order, in each case upon a written order of the Company Request for such Payment-in-Kind Notes issued hereundersigned by one Officer of the Company. Each such Company Request Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, the Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent The Authenticating Agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliateagent for service of notices and demands. The Trustee and the Authenticating Agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, reasonably Trustee in good faith determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee taken or if the Trustee in good faith shall determine determines that such action would expose the Trustee or the Authenticating Agent to personal liability, unless indemnity or security satisfactory to the Trustee or the Authenticating Agent, as applicable, against such liability is provided to existing Noteholdersthe Trustee or the Authenticating Agent, as applicable.

Execution and Authentication. (a) The Notes shall shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuers Issuer by two Officers of each Issuer or an Authorized Officer and an Assistant Secretary delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided herein. The signature of each Issuer. Such signature such Authorized Officer on the Notes may be either manual or facsimileelectronic. Delivery of the executed Notes by the Issuer to the Indenture Trustee by electronic transmission (in pdf format or other electronic means) shall be as effective as delivery of manually executed Notes. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series of Notes executed by the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall authenticate and deliver such Notes. If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee shall authenticate and deliver outside the United States the Global Note that is issued upon original issuance thereof, upon receipt of an Issuer Order, to the Depository against payment of the purchase price therefor. If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee shall authenticate Book-Entry Notes that are issued upon original issuance thereof, upon receipt of an Issuer Order, to a Clearing Agency, or its nominee as provided in Section 2.10 against payment of the purchase price thereof. (c) No Note shall be entitled to any benefit under the Indenture or be valid nevertheless. A for any purpose unless there appears on such Note shall not be valid until the Trustee manually signs the a certificate of authentication on substantially in the Noteform provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signature signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated under this the Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Indenture Trustee may do so. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such agent. An authenticating agent has The Indenture Trustee’s certificate of authentication shall be in substantially the same right following form: This is one of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Agent to deal with Indenture Trustee By: ________________________________ Authorized Signatory (d) Each Note shall be dated and issued as of the Issuers or an Affiliate. The Trustee date of its authentication by the Indenture Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the right Issuer, and the Issuer shall deliver such Note to decline to authenticate the Indenture Trustee for cancellation as provided in Section 2.14, together with a written statement (which need not comply with Section 13.2 and deliver any Notes under this Section if the Trustee, being advised need not be accompanied by counsel, reasonably determines an Opinion of Counsel) stating that such action may Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable entitled to the Trustee or if benefits of the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersIndenture.

Execution and Authentication. The One Officer shall sign the Notes shall be executed on behalf of the Issuers by two Officers of for each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either by manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or an authentication agent manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authentication agent shall authenticate (i) Notes and make available for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind delivery Notes as a result set forth in Appendix A following receipt of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount authentication order signed by an Officer of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as each Issuer directing the Trustee may reasonably requestor an authentication agent to authenticate such Notes. The Trustee may appoint an authenticating authentication agent reasonably acceptable to the Issuers to authenticate the Notes. An authenticating Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authentication agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating authentication agent has the same right rights as an any Registrar, Paying Agent to deal or agent for service of notices and demands. Notwithstanding the above provisions, facsimile, documents executed, authenticated, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed manual signatures for purposes of this Indenture, Notes and other related documents and all matters and instruments, agreements, documents and certificates related thereto, with such facsimile, scanned and electronic signatures having the Issuers or an Affiliatesame legal effect as manual signatures. The parties agree that this Indenture, the Notes or any other related document or any instrument, agreement, document or certificate necessary for the consummation of the transactions contemplated by this Indenture, the Notes or the other related documents or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (the “Executed Documentation”) may be accepted, executed, authenticated or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed, authenticated or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed, and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent by electronic transmission, except where due to bad faith, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to risk of the Trustee or if acting on unauthorized instructions and the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersrisk of interception and misuse by third parties.

Execution and Authentication. The Notes shall be executed on behalf of the Issuers Issuer by two Officers of each the Issuer or an Officer and an Assistant the Secretary of each the Issuer. Such signature may be either manual or facsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 the aggregate principal amount of $135,000,000. The Notes shall be issuable only in registered form without coupons and only in denominations of $1.00 and integral multiples of $1.00 in excess thereof, subject to the issuance of PIK Interest pursuant to Section 1 of the Form of Note set forth in Exhibit A hereto, in which case the aggregate principal amount of Notes may be increased by, or PIK Notes may be issued in, an aggregate principal amount equal to the amount of PIK Interest paid by the Issuer for the applicable period, rounded up to the nearest whole dollar. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of a Company Requestwritten order of either Issuer signed by two Officers of such Issuer, and authenticate Notes (ii) any Payment-in-Kind including PIK Notes or increase the principal amount of all Notes as a result of a PIK Interest Payment) for an original issue in aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunderwritten order. Each such Company Request Such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Issuer. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right as an Agent to deal with the Issuers Issuer or an Affiliate. The Trustee shall have Affiliate of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersIssuer.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $535,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Issuers Notes for the Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilePDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $155,426,583.000 and (b) subject to the terms of this Indenture, any PIK Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Notes to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or PIK Notes, as applicable, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of PIK Notes, as applicable, after the Issue Date shall be executed on behalf in a principal amount of at least $1.00 and integral multiples of $1.00 in excess thereof. One Officer shall sign the Issuers Notes for the Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilePDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $450,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Issuers Notes for the Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileelectronic (including PDF) signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually or electronically signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Notes shall be executed on behalf of the Issuers Company by two Officers manual or facsimile signature of each Issuer the Chief Executive Officer, the Chief Financial Officer, any Executive Vice President, any Senior Vice President, any Vice President or an Officer and an Assistant the Secretary of each Issuer. Such signature may be either manual or facsimilethe Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authentication agent appointed by the Trustee as provided below) manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Notes for original issue, upon receipt of a written order or orders of the Company signed by an Officer (a “Company Order”): (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 initial aggregate principal amount upon a Company Request, of up to $[initial principal amount] and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an from time to time, in such aggregate principal amount specified as shall be established for any Additional Notes established pursuant to the respective Officers’ Certificate in such respect thereof delivered pursuant to ‎Section 2.14. The Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request Order shall specify the amount of Notes to be authenticated and shall state the date on which the such Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,100,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. At least one Officer must sign the Issuers Notes for the Company by two Officers of each Issuer manual, facsimile or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileother electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. One (1) Officer shall sign the Global Certificate for the Company by manual or facsimile signature. The Notes Company has furnished together with the delivery of this Indenture, and from time to time thereafter may furnish, a certificate identifying and certifying the incumbency and specimen (or facsimile) signatures of the Officers. The Trustee and the Agents shall be executed entitled to conclusively rely on behalf the last certificate delivered to it for the purposes of determining the Issuers authorized Officers, unless otherwise notified by two Officers the Company through the issuance of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual amendment certificate setting forth the specimen (or facsimile) signatures of authorized Officers. If an Officer whose signature is on a Note Bond no longer holds that office at the time the Trustee authenticates the NoteBond is authenticated, the Note Bond shall nevertheless be valid neverthelessvalid. A Note The Global Certificate shall not be valid for any purpose until authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note Bond has been authenticated under this Indenture. The form of the Trustee’s authentication to be borne by the Bonds shall be substantially as set forth in Exhibit A hereto. The Trustee shall shall, upon receipt of an Officer’s Certificate directing it to do so, authenticate (i) Notes for original issue on the Issue Date in an amount not Bonds to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest be originally issued for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunderof up to US$200,000. Each such Company Request shall specify the The aggregate principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee Bonds outstanding at any time may reasonably request. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right as an Agent to deal with the Issuers or an Affiliatenot exceed US$200,000. The Trustee shall have the right to decline to authenticate and deliver any Notes Bonds under this Section section if the Trustee, being advised by counsel, reasonably Trustee determines that such action may not be lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee taken or if the Trustee in good faith shall determine that such action would expose the Trustee or the Registrar to personal liability liability, if indemnity and/or security and/or pre-funding satisfactory to existing Noteholdersthe Trustee against such liability, loss or expense, in the sole discretion of the Trustee and the Registrar is not assured to it.

Execution and Authentication. The Notes shall be executed on behalf (a) Two Officers of the Issuers Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by two Officers of each Issuer the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.07, of which $ 550 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue (i) Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $ 550 million or (ii) Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes issued on the date hereof or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Officer and Exchange Offer pursuant to an Assistant Secretary of each Issuer. Such signature may be either manual or facsimile. applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (e) A Note shall not be valid until authenticated by the Trustee manually signs manual signature of the certificate of authentication on the NoteTrustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (f) The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to which may be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. delivered under this Indenture is unlimited. (g) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Holders or an Affiliate. The Trustee shall have Affiliate of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersCompany.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $750,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to Holdings to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Holdings. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The An Officer shall sign the Notes for each of the Note Issuers by manual or facsimile signature. Any reference herein to the execution of a Note by a Subsidiary Guarantor shall be executed on behalf interpreted as a reference to the endorsement by such Subsidiary Guarantor of the Issuers by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileits Subsidiary Guaranty with respect thereto. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the such Note, the such Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate and deliver (i1) Initial Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified of up to $300,000,000 and (2) Exchange Notes for issue only in such Company Request a Registered Exchange Offer and Private Exchange Notes only in a Private Exchange, each pursuant to the Exchange and Registration Rights Agreement, for such Payment-in-Kind a like principal amount of Initial Notes issued hereunderexchanged pursuant thereto, in each case upon a written order of the Note Issuers 34 27 signed by an Officer of each Note Issuer. Each such Company Request Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes are is to be authenticated, authenticated and whether the Notes are to be Payment-in-Kind Notes and whether the Initial Notes, Exchange Notes or Payment-in-Kind Private Exchange Notes, . The aggregate principal amount of Notes outstanding at any time may not exceed $300,000,000 except as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requestprovided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to Iridium to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to Iridium. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent or agent for service of notices and demands. Upon execution and delivery of the Indenture, the Initial Notes shall be endorsed by each of the Initial Guarantors to deal with evidence their Guaranties of the obligations thereunder. The Issuers, the Trustee and any agent of the Issuers or an Affiliate. The the Trustee may treat the person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to the provisions of this Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Issuers, the Trustee nor any agent of the Issuers or the Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised be affected by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable notice to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholderscontrary.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $300,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered Holder of each of the Notes and delivery instructions. For the avoidance of doubt, the Issuer will not be required to deliver an Opinion of Counsel with respect to the authentication of the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Issuers Notes for the Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The (a) Two Officers shall sign, or one Officer shall sign and one Officer (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Discount Notes shall be executed on behalf of for the Issuers Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimile. facsimile signature. (b) If an Officer whose signature is on a Discount Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Discount Note, the Discount Note shall be valid nevertheless. A . (c) No Discount Note shall not be entitled to any benefit under this Indenture or be valid until the Trustee manually signs the or obligatory for any purpose unless there appears on such Discount Note a certificate of authentication on substantially in the Note. Such signature form provided for herein executed by the Trustee by manual signature, and such certificate upon any Discount Note shall be conclusive evidence evidence, and the only evidence, that the such Discount Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Discount Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Discount Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Discount Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee shall authenticate . (id) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Discount Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate the Discount Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers or Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an Affiliate. authenticating agent for purposes of this Indenture. (e) The Trustee Discount Notes shall have the right to decline to authenticate be issuable only in registered form without coupons in denominations of $1,000 and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersintegral multiples of $1,000.

Execution and Authentication. The Notes Trustee shall be executed on behalf authenticate and make available for delivery upon a written order of the Issuers signed by two Officers one Officer of each Issuer or (an Officer “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $750,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an Assistant Secretary aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. As far as the Issuer is concerned, the Notes (in global or definitive form) will have to be signed pursuant to the articles of association of the Issuer or the resolutions of the Board of Directors of the Issuer. Such signature may be either One Officer shall sign the Notes for each Issuer by manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuers to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,705,498,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the registered holder of each of the Notes and delivery instructions and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Issuers Notes for the Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The An Officer shall sign the Notes shall be executed on behalf of for the Issuers Company by two Officers of each Issuer manual, facsimile or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileelectronic image scan (e.g., pdf) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $400,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers or an Affiliate. The Trustee shall have Company and Affiliates of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersCompany.

Execution and Authentication. The Notes shall be executed on behalf of the Issuers by two Officers of each Issuer Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each Issuer. Such signature may be either case, have been duly authorized by all requisite corporate actions) shall attest to, the Senior Subordinated Notes for the Company by manual or facsimilefacsimile signature. Each Guarantor shall execute the notation of guarantee in the manner set forth in Section 12.09. If an Officer whose signature is on a Senior Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Senior Note, the Senior Note shall be valid nevertheless. A Senior Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Senior Note. Such The signature shall be conclusive evidence that the Senior Note has been authenticated under this Indenture. The Trustee shall authenticate (i) on the Issue Date, Senior Subordinated Notes for original issue on in the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount of up to $30,000,000, upon a written order of the Company Request, and (ii) any Payment-in-Kind Notes as a result in the form of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunderOfficers' Certificate. Each such Company Request The Officers' Certificate shall specify the amount of Senior Subordinated Notes to be authenticated and the date on which the Senior Subordinated Notes are to be authenticated. The aggregate principal amount of Senior Subordinated Notes outstanding at any time may not exceed $30,000,000, whether except as provided in Section 2.07. Upon the Notes are to be Payment-in-Kind Notes and whether written order of the Notes or Payment-in-Kind NotesCompany in the form of an Officers' Certificate, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requestshall authenticate Senior Subordinated Notes in substitution of Senior Subordinated Notes originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Senior Subordinated Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate Senior Subordinated Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers or an AffiliateCompany and Affiliates of the Company. The Trustee Senior Subordinated Notes shall have the right to decline to authenticate be issuable only in registered form without coupons in denominations of $1,000 and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Issuers Notes for the Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilePDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The At least one Officer shall sign the Notes shall be executed on behalf of for the Issuers Company by two Officers manual or facsimile signature. An Officer of each Issuer Guarantor shall sign the Note Guarantee, or an Officer and an Assistant Secretary of each Issuer. Such signature in lieu thereof, this Indenture or any supplemental indenture, as the case may be either be, for the Guarantor by manual or facsimilefacsimile signature. If an Officer whose signature is on a Note or Note Guarantee no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note or Note Guarantee shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of the Trustee manually signs or an authentication agent (the certificate of authentication on the Note“Authentication Agent”). Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall or the Authentication Agent shall, upon receipt of a Company Order and any other deliverables required hereunder, authenticate (i) Notes for original issue on the Issue Date in an amount not up to exceed $150,000,000 £400,000,000 aggregate principal amount upon a Company Request, of Initial Notes and (ii) any Payment-in-Kind such amount of Additional Notes as a result of PIK Interest for an aggregate principal amount specified in such the Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes may issue from time to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requesttime. The Trustee may appoint an authenticating agent Authentication Agent acceptable to the Company to authenticate Notes. An authenticating agent Unless limited by the terms of such appointment, the Authentication Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authentication Agent. An authenticating agent The Authentication Agent has the same right rights as an Agent to deal with the Issuers Company or an Affiliate. The Trustee shall have hereby appoints Société Générale Bank & Trust as the right to decline to authenticate initial Authentication Agent, and deliver any Notes under this Section if Société Générale Bank & Trust hereby accepts such appointment and the Trustee, being advised by counsel, reasonably determines that Company hereby confirms such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that appointment is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersit.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Authorized Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and in integral multiples of $1,000 in excess thereof. One Authorized Officer shall sign the Issuers Notes for the Issuer by two Officers of each Issuer manual, electronic, facsimile signature or an Officer and an Assistant Secretary of each Issuer. Such electronically transmitted signature may be either manual or facsimile(including .pdf). If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. Two Officers of the Company shall sign the Notes for the Company by manual or facsimile signature. The Notes Company's seal shall be executed reproduce~ on behalf of the Issuers by two Officers Notes and may be in facsimile form. An Officer of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either Guarantor shall sign the Note Guarantee for such Guarantor by manual or facsimilefacsimile signature. If an Officer of the Company or a Guarantor whose signature is on a Note or a Note Guarantee, as the case may be, no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note or the Note Guarantee, as the case may be, shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A hereto. The Trustee shall shall, upon a written order of the Company signed by two Officers of the Company, authenticate (i) Notes with the Note Guarantees endorsed thereon for original issue on the Issue Date in an amount not up to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified stated in such Company Request for such Payment-in-Kind Notes issued hereunderparagraph 4 of the Notes. Each such Company Request shall specify the The aggregate principal amount of Notes to be authenticated and outstanding at any time shall not exceed the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, amount set forth herein except as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requestprovided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Company or any Guarantor or an AffiliateAffiliate of the Company or any Guarantor. Any authenticating agent may resign at any time by giving written notice of resignation to the Trustee and to the Company. The Trustee shall have may at any time terminate the right agency of the authenticating agent by giving written notice of termination to decline to authenticate the authenticating agent and deliver any Notes under this Section if the Company. Upon receiving notice of such resignation or upon such termination by the Trustee, being advised by counsel, reasonably determines that such action the Trustee may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in appoint a manner that is not reasonably successor authenticating agent acceptable to the Trustee or if Company, in which case it shall so notify the Trustee in good faith Holders. Upon its appointment hereunder, any successor authenticating agent shall determine that such action would expose become vested with all the Trustee rights, powers and duties of its predecessor hereunder. The Company shall agree, by separate instrument, to personal liability pay each authenticating agent from time to existing Noteholderstime reasonable compensation for its services.

Execution and Authentication. The (a) At least one Officer shall execute the Notes shall be executed on behalf of the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the Trustee manually signs form of Exhibit A attached hereto by the certificate manual signature of authentication on an authorized signatory of the NoteTrustee. Such The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The Trustee shall authenticate . (ic) Notes for original issue on On the Issue Date Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request Authentication Order for such Payment-in-Kind Additional Notes issued hereunder. Each such Company Request Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated and authenticated, the date on which the original issue of Notes are is to be authenticated, whether the registered holder of each of the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. delivery instructions. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with Holders, the Issuers Company or an Affiliate. Affiliate of the Company. (e) The Trustee shall have the right to decline to authenticate and deliver make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $350,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any other Unrestricted Global Notes under issued in exchange for any of the foregoing in accordance with this Section if Indenture. Such order shall specify the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and this Indenture whether the Notes are affected in a manner that is not reasonably acceptable to the Trustee be Initial Notes, Additional Notes or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersother Unrestricted Global Notes.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $775,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture, no Opinion of Counsel shall be executed on behalf required for the Trustee to authenticate and make available for delivery the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issuers Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Issuer by two Officers of each Issuer manual, facsimile or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileelectronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid neverthelessnevertheless so long as such Officer held such office at the time of his or her execution thereof. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Notes shall be executed on behalf Two Officers of the Issuers Company (who shall have been duly authorized by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either all requisite corporate actions) shall sign the Notes for the Company by manual or facsimilefacsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 the aggregate principal amount of $850,000,000 upon a written order of the Company Requestin the form of an Officers’ Certificate. In addition, and the Trustee shall authenticate Notes (ii“Additional Notes”) any Payment-in-Kind Notes thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a result written order of PIK Interest for the Company in the form of an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunderOfficers’ Certificate. Each such Company Request Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers or an AffiliateCompany and Affiliates of the Company. The Trustee Notes shall have the right to decline to authenticate be issuable only in registered form without coupons in denominations of $1,000 and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersintegral multiples thereof.

Execution and Authentication. The Subject to Section 2.01, the Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be executed on behalf dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Note annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The aggregate principal amount of the Issuers Global Notes may from time to time be increased or decreased by two Officers adjustments made on the records of each Issuer or an the Trustee, as custodian for the Depository, as hereinafter provided. One Officer and an Assistant Secretary of each Issuer. Such signature may be either (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimilefacsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a written order of the Company Request, and (ii) any Payment-in-Kind Notes as a result in the form of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunderOfficers’ Certificate of the Company. Each such Company Request written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated, authenticated and whether (subject to this Section 3.03) the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Physical Notes or Global Notes or and such other information as the Trustee may reasonably request. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An Any such appointment to be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Agent, Registrar or an Affiliateagent for service of notices and demands. The Trustee Notes shall have the right to decline to authenticate be issuable in fully registered form only, without coupons, in denominations of $1,000 and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersintegral multiple thereof.

Execution and Authentication. The Two Officers shall sign the Notes shall be executed on behalf of for the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate (i) and deliver $1,000,000,000 of 6.75% Senior Secured Notes due 2028 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such order, in each case upon a written order of the Company Request for such Payment-in-Kind Notes issued hereundersigned by two Officers or by an Officer and an Assistant Secretary of the Company (each an “Authentication Order”). Each such Company Request Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Initial Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Additional Notes or such other information as the Trustee may shall reasonably requestrequest and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes shall be issued only in registered form, without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as the Registrar or any Paying Agent or agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Agent Assistant Secretary of the Company, to deal have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 11.03 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate terms of this Indenture and deliver any Notes under this Section if delivered by the Trustee, being advised by counselwill be the legally valid and binding obligations of the Company, reasonably determines that enforceable against the Company in accordance with their terms, subject to any conditions and qualifications specified in such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersOpinion of Counsel.

Execution and Authentication. An Officer shall sign the Securities for the Company by manual or facsimile signature. The Notes Company's seal shall be executed affixed to or reproduced on behalf of the Issuers Securities and attested by two Officers of each Issuer the Secretary or an Officer and an Assistant Secretary of each Issuerthe Company. Such Typographic and other minor errors or defects in any such reproduction of the seal or any such facsimile signature may be either manual shall not affect the validity or facsimileenforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. Such The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes and make available for delivery Securities for original issue on in the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount of up to $ (plus up to an additional $ issued pursuant to the exercise of the over-allotment option described in Section 2(b) of the Purchase Agreement dated between the Company and ) upon receipt of a written order or orders of the Company Request, and signed by two Officers of the Company (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such "Company Request for such Payment-in-Kind Notes issued hereunderOrder"). Each such The Company Request Order shall specify the amount of Notes Securities to be authenticated and the date on which the Notes are each original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $ , whether the Notes are to be Payment-in-Kind Notes except as provided above and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information in Section 2.7. The Trustee shall act as the Trustee may reasonably requestinitial authenticating agent. The Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate NotesSecurities. An authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same right rights as an Agent to deal with the Issuers Company or an AffiliateAffiliate of the Company. The Trustee Securities shall have the right to decline to authenticate be issuable only in registered form without coupons and deliver only in denominations of $1,000 and any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery, upon a written order of the Issuers signed by one Officer of each Issuer, (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $400,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The One Officer shall sign the Notes shall be executed on behalf of for the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. Such The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The Trustee A Note shall authenticate be dated the date of its authentication. (i1) Initial Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount of $550,000,000 and (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, in each case upon a written order of the Company Request, and signed by one Officer of the Company (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such the “Company Request for such Payment-in-Kind Notes issued hereunderOrder”). Each such Such Company Request Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, authenticated and whether the Notes are to be Payment-in-Kind Notes and whether the Initial Notes or Payment-in-Kind Additional Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same right rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of all or substantially all of its assets in one or more transactions to any Person, and the Successor Company shall have executed an Agent to deal indenture supplemental hereto with the Issuers Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliate. The Trustee shall have delivered prior to such transaction may, from time to time, at the right to decline to authenticate request of the Successor Company, be exchanged for other Notes executed in the name of the Successor Company, with such changes in phraseology and deliver any form as may be appropriate, but otherwise in substance of like tenor as the Notes under this Section if surrendered for such exchange and of like principal amount; and the Trustee, being advised by counselupon Company Order of the Successor Company, reasonably determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be takenauthenticated and delivered in any new name of a Successor Company pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, if its own rightssuch Successor Company, duties or immunities under at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and this Indenture are affected delivered in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholders.new name. |

Execution and Authentication. The Notes shall be executed on behalf of the Issuers Company by two Officers any Officer. The signature of each Issuer or an such Officer and an Assistant Secretary of each Issuer. Such signature on the Notes may be either manual manual, facsimile or facsimilepdf. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Requestof $300,000,000, and (ii) any Payment-in-Kind additional Notes as a result issued pursuant to Section 2.14 for original issue after the Issue Date, in each case upon Company Order, which Company Order shall, in the case of PIK Interest for an aggregate principal amount specified any issuance of additional Notes, certify that such issuance is in compliance with Section 2.14. In addition, each such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated, whether and the aggregate principal amount of Notes are to be Payment-in-Kind outstanding on the date of authentication, and shall further specify the amount of such Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or Certificated Notes. The Trustee, in accordance with any such other information as Company Order, shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee may reasonably requestmanually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Notes shall originally be issued only in registered form without coupons and only in minimum denominations of $1,000 of principal amount and integral multiples thereof. The Trustee may appoint authenticating agents. The Trustee may at any time after the Issue Date appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so, except any Notes issued pursuant to Section 2.07 hereof. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same right as an Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to Company as the Trustee or if the Trustee in good faith shall determine that with respect to such action would expose the Trustee to personal liability to existing Noteholdersmatters for which it has been appointed.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,500,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the registered holder of each of the Notes and delivery instructions and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Issuers Notes for the Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The One Officer shall sign the Notes shall be executed on behalf of for the Issuers Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer the Officers whose signature is are on a Note no longer holds that such office at the time the Trustee or Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee or the Authenticating Agent manually signs the certificate of authentication on authenticates the Note. Such The signature of the Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The Trustee A Note shall authenticate be dated the date of its authentication. (i1) Initial Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount of €300,000,000 and (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, in each case upon a Company Request, and written order of the Issuer signed by one Officer (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunderthe “Issuer Order”). Each such Company Request Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes are is to be authenticated, the holder of the Notes and whether the Notes are to be Payment-in-Kind Notes and whether the Initial Notes or Payment-in-Kind Additional Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentan Authenticating Agent. An authenticating agent Authenticating Agent has the same right rights as any Registrar, Paying Agent or agent for service of notices and demands. In case any of the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, 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 Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which any of the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Issuers Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliate. The Trustee delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this Section if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, reasonably determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be takenauthenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, if its own rightssuch successor Person, duties or immunities under at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and this Indenture are affected delivered in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersnew name.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of $200,000 and any integral multiples of $1,000 in excess thereof. Prior to the authentication of the Issuers Original Notes or any Additional Notes, the Trustee shall also receive an Officer’s Certificate. One Officer of the Company shall sign the Notes for the Company by two Officers of each Issuer manual, facsimile or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileelectronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Responsible Officer of the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $850,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Issuers Notes for the Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilePDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The One Officer shall sign the Notes shall be executed on behalf of for the Issuers Company by two Officers of each Issuer manual, facsimile or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileother electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee manually signs the certificate of authentication on authenticates the Note. Such The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The A Note shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (i1) Initial Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount of $745,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Company Request, and signed by one Officer (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such the “Company Request for such Payment-in-Kind Notes issued hereunderOrder”). Each such Such Company Request Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes are is to be authenticated, the Holder of the Notes and whether the Notes are to be Payment-in-Kind Notes and whether the Initial Notes or Payment-in-Kind Additional Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same right rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, 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 Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Issuers Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliate. The Trustee delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this Section if of like principal amount; and the Trustee, being advised by counselupon the Company Order of the successor Person, reasonably determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be takenauthenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, if its own rightssuch successor Person, duties or immunities under at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and this Indenture are affected delivered in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersnew name.

Execution and Authentication. The An Officer shall sign the Notes shall be executed on behalf of for the Issuers Company by two Officers of each Issuer manual, facsimile or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileelectronic image scan (e.g., pdf) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually manually, by facsimile or electronically, signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers or an Affiliate. The Trustee shall have Company and Affiliates of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersCompany.

Execution and Authentication. The Notes Trustee shall authenticate and deliver to a common depositary for further delivery upon a written order of the Issuer signed by one Officer or authorized signatory (an “Authentication Order”) (a) Original Securities for original issue on the date hereof in an aggregate principal amount of €480,000,000 and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Securities after the Issue Date shall be executed on behalf in a principal amount of at least €50,000 and integral multiples of €1,000 in excess thereof. One Officer or authorized signatory shall sign the Issuers Securities for the Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer or authorized signatory whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. Such The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate Notesthe Securities. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The An Officer shall sign the Notes shall be executed on behalf of for the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee signs manually signs or by facsimile the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) and make available for delivery Notes for original issue on in the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount of $[ ] (or up to $[ ] to the extent the Underwriters exercise their over-allotment option under the Underwriting Agreement in full) upon receipt of a written order or orders of the Company Request, and signed by an Officer of the Company (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such “Company Request for such Payment-in-Kind Notes issued hereunderOrder”). Each such The Company Request Order shall specify the amount of Notes to be authenticated authenticated, shall provide that all such Notes will be represented by a Global Note and the date on which the each original issue of Notes are is to be authenticated, whether . The initial aggregate principal amount of Notes outstanding at any time may not exceed $[ ] (or $[ ] to the Notes are to be Paymentextent the Underwriters exercise their over-in-Kind Notes and whether allotment option under the Notes or Payment-in-Kind Notes, Underwriting Agreement in full) except as applicable, are to be issued as Definitive Notes or Global Notes or such other information provided in Section 2.07. The Trustee shall act as the Trustee may reasonably requestinitial authenticating agent. The Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same right rights as an Agent to deal with the Issuers Company or an AffiliateAffiliate of the Company. The Trustee Notes shall have the right to decline to authenticate be issuable only in registered form without coupons and deliver only in denominations of $1,000 principal amount and any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $650,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to Holdings to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Holdings. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The (a) At least one Officer shall execute the Notes shall be executed on behalf of the Issuers Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the Trustee manually signs form of Exhibit A attached hereto by the certificate manual signature of authentication on an authorized signatory of the NoteTrustee. Such The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The Trustee shall authenticate . (ic) Notes for original issue on On the Issue Date Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request Authentication Order for such Payment-in-Kind Additional Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. . (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with Holders, the Issuers Company or an Affiliate. Affiliate of the Company. (e) The Trustee shall have the right to decline to authenticate and deliver make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $350,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes under issued in exchange for any of the foregoing in accordance with this Section if Indenture. Such order shall specify the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and this Indenture whether the Notes are affected in a manner that is not reasonably acceptable to the Trustee be Initial Notes, Additional Notes or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersother Unrestricted Global Notes.

Execution and Authentication. The Notes Trustee shall be executed on behalf authenticate and make available for delivery upon a written order of the Issuers Issuer signed by two Officers one Officer of each Issuer or (a) Initial Notes for original issue on the date hereof in an Officer aggregate principal amount of $800,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an Assistant Secretary aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each Issuerof the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Such signature may Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be either manual in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuer by manual, electronic or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Notes shall be executed on behalf of the Issuers Company, by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature, by its Chairman of the Board, its President or one of its Vice Presidents and attested by another Officer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Note. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall shall, upon a Company Order, authenticate (i) Notes for original issue on the Issue Date Notes in an amount not to exceed $150,000,000 any aggregate principal amount. The aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to that may be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requestdelivered under this Indenture is unlimited. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Company or an AffiliateAffiliate of the Company. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to the provisions of this Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, regardless of whether such Note is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised be affected by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable notice to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholderscontrary.

Execution and Authentication. The Notes shall be executed on behalf Two Officers of the Issuers Company (who shall have been duly authorized by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either all requisite corporate actions) shall sign the Notes for the Company by manual or facsimilefacsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 the aggregate principal amount of $500,000,000 upon a written order of the Company Requestin the form of an Officers’ Certificate. In addition, and the Trustee shall authenticate Notes (ii“Additional Notes”) any Payment-in-Kind Notes thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a result written order of PIK Interest for the Company in the form of an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunderOfficers’ Certificate. Each such Company Request Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers or an AffiliateCompany and Affiliates of the Company. The Trustee Notes shall have the right to decline to authenticate be issuable only in registered form without coupons in denominations of $1,000 and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersintegral multiples thereof.

Execution and Authentication. (a) One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.07, of which $275.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $275.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be executed on behalf issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the Issuers by two Officers case may be, of each Issuer or a like aggregate principal amount in accordance with an Officer and Exchange Offer pursuant to an Assistant Secretary of each Issuer. Such signature may be either manual or facsimile. applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (e) A Note shall not be valid until authenticated by the Trustee manually signs manual signature of the certificate of authentication on the NoteTrustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (f) The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to which may be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. delivered under this Indenture is unlimited. (g) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Holders or an Affiliate. The Trustee shall have Affiliate of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersCompany.

Execution and Authentication. The Notes shall be executed on behalf Two Officers of the Issuers Company shall sign each Note for the Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. Each Subsidiary Guarantor shall execute the Subsidiary Guarantee in the manner set forth in Section 11.06. A Note shall not be valid until authenticated by the Trustee manually signs manual signature of the certificate of authentication on Trustee, and the Note. Such Trustee's signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result form of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount Trustee's certificate of Notes authentication to be authenticated and the date on which borne by the Notes are to shall be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, substantially as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requestset forth in Exhibit A-1. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Company or any of its Affiliates. On the Issue Date, the Trustee shall authenticate (i) Series A Notes for original issue in the aggregate principal amount of $250,000,000 and (ii) Series B Notes from time to time for issue only in exchange for a like principal amount of Series A Notes, in each case upon receipt of a written order of the Company in the form of an AffiliateOfficers' Certificate. The Officers' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. In addition, at any time and from time to time, subject to the provisions of Section 4.07, the Trustee shall authenticate and deliver additional Notes, upon a written notice of the Company, for original issuance. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. The Trustee shall have the right to decline not be required to authenticate and deliver or to cause an authenticating agent to authenticate any Notes under this Section if the issue of such Notes pursuant to this Indenture will affect the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its 's own rights, duties or immunities under the Notes and or this Indenture are affected or otherwise in a manner that which is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine Trustee, being advised by counsel, determines that such action would expose the Trustee to personal liability to existing Noteholdersmay not be lawfully taken. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,00,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Issuers by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by an Officer (a) Original Notes for original issue on the Issue Date in an aggregate principal amount of up to $100,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Original Notes and Additional Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Original Notes, Additional Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Issuers Notes for the Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $[________] and (b) subject to the terms of this Indenture, PIK Notes and/or Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, PIK Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of PIK Notes or Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $1.00 and integral multiples of $1.00 in excess thereof. One Officer shall sign the Notes for each of the Issuers by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $400,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Issuers Notes for the Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilePDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $575.0 million, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a minimum principal amount of $2,000 and any integral multiple of $1,000, whether such Additional Notes are of the Issuers same or a different series than the Original Notes. One Officer shall sign the Notes for the Issuer by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliateagent for service of notices and demands. The Trustee shall have is hereby authorized to enter into a letter of representations with the right Depository in the form provided by the Issuer and to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that act in accordance with such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersletter.

Execution and Authentication. The Notes shall be executed on behalf At least one Officer of the Issuers Company shall sign the Notes for the Company by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the Trustee manually signs manual signature of the certificate of authentication on the NoteTrustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Company may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture, including Exchange Notes. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee shall shall, upon receipt of a written order of the Company signed by an Officer of the Company (an “Authentication Order”), authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Authentication Order provided that the Trustee shall be entitled to receive, upon Trustee’s request, an Officers’ Certificate and an Opinion of Counsel of the Company Request for in connection with such Payment-in-Kind Notes issued hereunderauthentication of such Notes. Each such Company Request The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers Holders or an Affiliate. The Trustee shall have Affiliate of the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing NoteholdersCompany.

Execution and Authentication. The Notes Two Officers shall be executed on behalf of the Issuers by two Officers of each Issuer sign, or an one Officer shall sign and an one Officer or any Assistant Secretary of each Issuer. Such signature may be either shall attest to, the Notes for the Company by manual or facsimilefacsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Notes and this Indenture. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such Note but such signature shall be conclusive evidence that the Note has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate (i) Notes for original issue on in the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount of up to $150,000,000 and shall authenticate any other Notes permitted to be issued under this Indenture, upon a written order of the Company Request, and (ii) any Payment-in-Kind Notes as a result in the form of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunderOfficers' Certificate. Each such Company Request The Officers' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether . The aggregate principal amount of Notes outstanding at any time may not exceed $300,000,000 plus the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind principal amount of any PIK Notes, except as applicableprovided in Section 2.7. Upon the written order of the Company in the form of an Officers' Certificate, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably requestshall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an Agent to deal with the Issuers any Obligor, any Affiliate of any Obligor, or an Affiliateany of their respective Subsidiaries. The Trustee Notes shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be takenissuable only in registered form without coupons in denominations (rounded, if its own rightsnecessary, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersnearest dollar) of $1 and any integral multiple thereof.

Execution and Authentication. The Notes shall be executed on behalf One or more Officers of the Issuers Company shall sign the Notes by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimilefacsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by two of its Officers (i1) Initial 2007 Notes for original issue on the Issue Date date hereof in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified of $546,711,000; (2) Initial 2010 Notes for original issue on the date hereof in such Company Request an aggregate principal amount of $2,110,457,000; (3) Initial 2014 Notes for such Payment-in-Kind original issue on the date hereof in an aggregate principal amount of $640,879,000; (4) Additional Notes issued hereunderin an aggregate principal amount of up to $701,953,000; and (5) Exchange Notes for issue only in a registered Exchange Offer pursuant to the Registration Rights Agreement and for a like principal amount of Initial Notes of the same maturity exchanged pursuant thereto. Each such Company Request Such order shall specify the amount of Notes of each maturity to be authenticated and authenticated, the date on which the original issue of Notes are of each maturity is to be authenticated, whether the Notes are to be Payment-in-Kind Notes authenticated and whether the Notes or Payment-in-Kind Notes, as applicable, of each maturity are to be issued as Definitive Initial Notes, Additional Notes or Global Exchange Notes. The aggregate principal amount of Notes or such other information outstanding at any time may not exceed $4,000,000,000, except as the Trustee may reasonably requestprovided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer of the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each After any such appointment, each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $2,000,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be executed on behalf in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. At least one Officer must sign the Issuers Notes for the Company by two Officers of each Issuer manual, facsimile or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimileother electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. Such The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right rights as an any Registrar, Paying Agent to deal with the Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate agent for service of notices and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholdersdemands.