Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indenture. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Subordinated Notes shall, upon issue pursuant to Section 2.2, will be executed on behalf of the Issuer Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer and delivered by on the Issuer to Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note no longer holds that office manual or facsimile signatures of individuals who were at the time of execution Authorized Officers of the Note is authenticatedCompany will, 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 authenticationfullest extent permitted by law, together with one bind the Company, notwithstanding that such individuals or more Issuer Orders for any of them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such offices at the date of such Subordinated Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall . The Trustee or an Authenticating Agent will authenticate and deliver such Notesthe Initial Notes for original issue in an aggregate principal amount of up to $35,000,000 upon one or more Company Orders and an Opinion of Counsel. If specified in the related Indenture Supplement for any Series of NotesIn addition, the Indenture Trustee shall or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver outside the United States the Global Note that is issued upon original issuance thereof, upon receipt of any Exchange Notes for an Issuer Order, aggregate principal amount not to the Depository against payment of the purchase price therefor. If exceed $35,000,000 specified in such Company Order for Exchange Notes issued hereunder. The aggregate principal amount of Outstanding Subordinated Notes at any time may not exceed the related Indenture Supplement for any Series of Notesamount set forth in the foregoing sentence, 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 except as provided in Section 2.10 against payment 2.09. The Subordinated Notes will be issued only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the purchase price thereof. (c) issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note shall will be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein, duly herein executed by or on behalf of the Indenture Trustee or by the Authenticating Agent by the manual signature of a Responsible Officerone of its authorized signatories. Such signatures on such certificate shall upon any Subordinated Note will be conclusive evidence, and the only evidence, that the such Subordinated Note has been duly authenticated under the Indenture. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturehereunder.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, shall be executed on behalf of the Issuer Company by an Authorized Officer and delivered by its Chief Executive Officer, Chief Financial Officer, President, any Vice President, Treasurer or Assistant Treasurer. The signature of any of these officers on the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinNotes may be manual or facsimile. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note 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 Company may deliver Notes of any particular Series of Notes executed by the Issuer Company 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 (i) Initial Notes for original issue in the United States aggregate principal amount not to exceed $190,000,000, (ii) additional Notes ("Additional Notes") from time to time for original issue in aggregate principal amounts specified by the Global Note that is issued Company and (iii) Exchange Securities from time to time for issue in exchange for a like principal amount of Initial Notes or Additional Notes, in each case specified in clauses (i) through (iii) above, upon original issuance thereofa written order of the Company in the form of an Officers' Certificate (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Issuer Order, to Opinion of Counsel confirming that the Depository against payment Holders of the purchase price therefor. If specified outstanding Notes shall be subject to federal income tax in the related Indenture Supplement for any Series same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates 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 Initial Notes, Additional Notes or Exchange Securities, that, in the case of Additional Notes, the Indenture Trustee shall authenticate Book-Entry issuance of such Notes that does not contravene any provision of Article Four of this Indenture, whether the Notes are to be issued upon original issuance thereofas one or more Global Notes or Certificated Notes, upon receipt of an Issuer Order, to a Clearing Agency, the name or its nominee as provided in Section 2.10 against payment names of the purchase price thereof. (c) Initial Holder or Holders and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly herein executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under the Indentureand delivered hereunder. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 IssuerCompany, and the Issuer Company shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer2.12, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not never be entitled to the benefits of the this Indenture. The Notes shall be issuable only in fully registered form without coupons in denominations of $1,000 and integral multiples of $1,000.

Execution and Authentication. (a) One Officer shall sign the Notes for the Company by manual or facsimile signature. The Company's seal may be reproduced on the Notes shall, upon issue pursuant to Section 2.2, and may be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinin facsimile form. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. . A Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee. 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, upon a written order of the Company signed by two Officers (an "AUTHENTICATION ORDER"), (a) authenticate Notes for original issue on the Issue Date up to the aggregate principal amount stated in clause (i) of the last sentence of Section 4(a) of the Notes, and (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 OrderIssue Date, to the Depository against payment extent required by Section 1 of the purchase price thereforNotes, authenticate Additional Notes. If Each Authentication Order shall set forth whether the Notes to be authenticated 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 outstanding at any time may not exceed the amount specified in Section 4 of 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 except 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indenture2.07 hereof. The Indenture Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate Notes. 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 term terms 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 same rights as an Agent to deal with Holders or an Affiliate of the Company. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder registered form without coupons and shall not be entitled subject to the benefits of the Indentureany minimum denominations.

Execution and Authentication. (a) The Two Officers shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the for each Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. . A Note shall not be valid until authenticated by the manual signature (bwhich may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. At any time and from time to time after the execution and delivery of this Base Supplemental Indenture, the Issuer Issuers may deliver Notes of any particular Series of Notes executed by the Issuer Issuers 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 (i) Initial Notes for original issue in the United States aggregate principal amount of $750,000,000, (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Global Note that is issued upon original issuance thereofIssuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Additional Notes, in each case specified in clauses (i) through (iii) above, upon receipt of an Issuer Order, to the Depository against payment a written order of the purchase price thereforIssuers signed by an Officer of each Issuer (an “Authentication Order”). If specified Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether such Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request. The aggregate principal amount of Notes which may be authenticated and delivered under this Supplemental Indenture is unlimited. On the Issue Date, the Issuers will issue Initial Notes in $750,000,000 aggregate principal amount in the related Indenture Supplement for any Series form of one or more Rule 144A Global Notes and/or one or more Regulation S Global 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 2.01(c). Any Notes offered and sold in reliance on the purchase price thereof. (cexemption from registration under the Securities Act provided by Section 4(a)(2) No Note thereunder or Rule 144A shall be entitled to any benefit under the Indenture issued as one or be valid for any purpose unless there appears more Rule 144A Global Notes. Any Notes offered and sold in offshore transactions in reliance on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate Regulation S shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indentureissued as one or more Regulation S Global Notes. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Indenture Trustee may do so. Each reference in this Base Supplemental Indenture to authentication by the Indenture Trustee includes authentication by such agent. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeIssuers. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Two Officers shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized 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 Note is authenticated, Trustee authenticates 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 Notes shall be valid nevertheless. The 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 rely on such signature as authentic and shall be under no obligation to make any benefit under the Indenture or investigation in relation thereto. A Note shall not be valid for any purpose unless there appears on such Note a until an authorized signatory of the Trustee manually signs the certificate of authentication substantially in on the form provided for herein, duly executed by the Indenture Trustee by the manual Note. The signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. 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 [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount 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 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 Order shall specify the aggregate principal amount of Notes to be 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 Registered Notes, Private Placement Notes or Additional Notes, whether the Notes 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 Indenture Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.Authenticating

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf An Officer of the Issuer Company shall sign the Notes for the Company by an Authorized Officer manual or facsimile signature and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmay be imprinted or otherwise reproduced. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. (b1) At Initial Notes for original issue on the Issue Date in an aggregate principal amount of $350,000,000, (2) any time and Additional Notes for original issue from time to time after the execution Issue Date in such principal amounts as set forth in Section 2.15 and delivery (3) any Exchange Notes for issue only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company signed by two Officers of the Company (a “Company Order”). Such Company 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 and whether the Notes are to be Initial Notes or Exchange Notes. The aggregate principal amount of Initial Notes (other than Additional Notes) which may be authenticated and delivered under this Indenture is limited to $350,000,000. Additionally, the Company may from time to time, without notice to or consent of the Holders, issue such additional principal amounts of Additional Notes as may be issued and authenticated pursuant to clause (2) of this Base Indentureparagraph, the Issuer may deliver and Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes of any particular Series of Notes executed by the Issuer same class pursuant to Section 2.6, Section 2.9, Section 2.10, Section 3.6, Section 9.5 and except for transactions similar 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureRegistered Exchange Offer. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent any such 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. The Indenture Trustee’s certificate of authentication In case the Company, pursuant to Article V, shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: This is one successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto (if not otherwise a party to the Indenture) with the Trustee pursuant to Article V, any of the Notes of a Series of Notes issued under authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes executed in the name of its authentication by the Indenture 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. (e) Notwithstanding , upon Company Order of the foregoingsuccessor Person, if shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any Note shall have been time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person (if other than the IssuerCompany) pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, and such successor Person (if other than the Issuer shall deliver such Note to Company), at 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturein such new name.

Execution and Authentication. (a) The Subordinated Notes shall, upon issue pursuant to Section 2.2, will be executed on behalf of the Issuer Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer and delivered by on the Issuer to Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note no longer holds that office manual or facsimile signatures of individuals who were at the time of execution Authorized Officers of the Note is authenticatedCompany will, 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 authenticationfullest extent permitted by law, together with one bind the Company, notwithstanding that such individuals or more Issuer Orders for any of them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such offices at the date of such Subordinated Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall . The Trustee or an Authenticating Agent will authenticate and deliver such Notesthe Initial Notes for original issue in an initial aggregate principal amount of up to $40.0 million upon one or more Company Orders and an Opinion of Counsel. If specified in the related Indenture Supplement for any Series of NotesIn addition, the Indenture Trustee shall or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver outside any Exchange Notes for an initial aggregate principal amount not to exceed $40.0 million specified in such Company Order for Exchange Notes issued hereunder. The aggregate principal amount of the United States Outstanding Subordinated Notes to be issued hereunder may be increased at any time hereafter and the Global Note series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date hereof and any such additional Subordinated Notes that may be issued hereafter shall be part of the same series of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including with respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes will be issued only in registered form without coupons and in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is issued upon original issuance thereof, upon receipt of an Issuer Order, not reasonably acceptable to the Depository against payment of Trustee or if the purchase price thereforTrustee, being advised by counsel, determines that such action may not lawfully be taken. 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 Subordinated Note shall will be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein, duly herein executed by or on behalf of the Indenture Trustee or by the Authenticating Agent by the manual signature of a Responsible Officerone of its authorized signatories. Such signatures on such certificate shall upon any Subordinated Note will be conclusive evidence, and the only evidence, that the such Subordinated Note has been duly authenticated under the Indenture. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturehereunder.

Execution and Authentication. (a) The Subordinated Notes shall, upon issue pursuant to Section 2.2, will be executed on behalf of the Issuer Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer and delivered by on the Issuer to Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note no longer holds that office manual or facsimile signatures of individuals who were at the time of execution Authorized Officers of the Note is authenticatedCompany will, 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 authenticationfullest extent permitted by law, together with one bind the Company, notwithstanding that such individuals or more Issuer Orders for any of them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such offices at the date of such Subordinated Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall . The Trustee or an Authenticating Agent will authenticate and deliver such Notesthe Initial Notes for original issue in an initial aggregate principal amount of up to $55.0 million upon one or more Company Orders and an Opinion of Counsel. If specified in the related Indenture Supplement for any Series of NotesIn addition, the Indenture Trustee shall or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver outside any Exchange Notes for an aggregate principal amount not to exceed $55.0 million specified in such Company Order for Exchange Notes issued hereunder. The aggregate principal amount of the United States Outstanding Subordinated Notes to be issued hereunder may be increased at any time hereafter and the Global Note series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date hereof and any such additional Subordinated Notes that may be issued hereafter shall be part of the same series of Subordinated Notes for all purposes under this Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under this Indenture, including with respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes will be issued only in registered form without coupons and in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is issued upon original issuance thereof, upon receipt of an Issuer Order, not reasonably acceptable to the Depository against payment of Trustee or if the purchase price thereforTrustee, being advised by counsel, determines that such action may not lawfully be taken. 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 Subordinated Note shall will be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein, duly herein executed by or on behalf of the Indenture Trustee or by the Authenticating Agent by the manual signature of a Responsible Officerone of its authorized signatories. Such signatures on such certificate shall upon any Subordinated Note will be conclusive evidence, and the only evidence, that the such Subordinated Note has been duly authenticated under the Indenture. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturehereunder.

Execution and Authentication. (a) The One Officer shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual, electronic or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. 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 The Trustee shall authenticate and deliver outside deliver: (i) Initial Notes for original issue in the United States aggregate principal amount not to exceed $500.0 million; and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Global Note Issuer, the terms of which Additional Notes shall be set forth in either (1) a resolution of the Board of Directors of the Issuer, (2) an Officers’ Certificate or (3) one or more indentures supplemental hereto; provided that is issued upon original issuance thereofthe Issuer’s ability to issue Additional Notes shall be subject to the Company’s compliance with Section 4.04. in each case, upon receipt after the following conditions have been met: (1) Receipt by the Trustee of an Issuer Order, Officers’ Certificate specifying: (A) the amount of Notes to be authenticated pursuant to this Indenture and the Depository against payment of date on which the purchase price therefor. If specified in Notes are to be authenticated, (B) whether the related Indenture Supplement for any Series of Notes are to be Initial Notes or Additional Notes, and (C) whether the Indenture Trustee shall authenticate Book-Entry Notes are to be issued as one or more Global Notes or Definitive Notes. (2) In the case of Additional Notes that are issued upon original issuance thereofnot fungible with the Initial Notes for federal income tax purposes, upon receipt of such Additional Notes shall bear a different CUSIP number and ISIN. A Note shall not be valid until an Issuer Order, to a Clearing Agency, or its nominee as provided in Section 2.10 against payment authorized signatory of the purchase price thereof. (c) No Note shall be entitled to any benefit under Trustee authenticates the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual Note. The signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Indenture Trustee may appoint an authenticating agent acceptable authenticate the Note by manual, electronic or facsimile signature. Electronically imaged signatures such as .pdf files, faxed signatures or other electronic signatures to the Issuer Note and the authentication pages to authenticate Notesthe Note shall have the same effect as original signatures. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each A Note shall be dated and issued as of the 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 Issuer, authentication. The Initial Notes and the Issuer Additional Notes shall deliver such Note to the Indenture Trustee for cancellation be considered collectively as provided in Section 2.14, together with a written statement (which need not comply with Section 13.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, single class for all purposes of this Indenture. Holders of the Indenture Initial Notes and the Additional Notes shall vote and consent together on all matters to which such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be Holders are entitled to the benefits vote or consent as one class, and none of the IndentureHolders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

Execution and Authentication. (a) The One or more Officers shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At . A Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The manual signature of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The Notes may contain such notations, legends or endorsements required by law, stock exchange rule or usage, but which shall not affect the rights, duties or immunities of the Trustee. The Trustee shall at any time time, and from time to time after time, authenticate Notes for original issue in the execution principal amount provided in a Company Order. Such Company Order shall specify the amount of Notes to be authenticated, the date on which the issue of Notes is to be authenticated, the number of separate Notes to be authenticated, the registered Holder of each Note and delivery instructions. Each Note shall be dated the date of this Base Indentureits authentication unless otherwise provided by a Board Resolution, the Issuer may deliver a supplemental indenture hereto or an Officer’s Certificate. The aggregate principal amount of Notes of any particular Series Outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.02, except as provided in Section 2.09. Prior to the first issuance of Notes executed by of any Series, the Issuer Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on: (a) the Indenture Trustee for authenticationBoard Resolution, together supplemental indenture hereto or Officer’s Certificate establishing the form of the Notes of that Series or of Notes within that Series and the terms of the Notes of that Series or of Notes within that Series, (b) an Officer’s Certificate with one or more Issuer Orders for respect to both the issuance and authentication and delivery of such Notes, and (c) other than with respect to Notes issued on the Indenture TrusteeOriginal Issue Date, an Opinion of Counsel with respect to both the issuance and authentication of such Notes which shall also state: (i) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; (ii) that the Guarantees relating to such Issuer Order Notes constitute valid and legally binding obligations of the Guarantors, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; (iii) that this Base IndentureIndenture and any such supplemental indenture constitute valid and legally binding obligations of the Company and the Guarantors, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and (iv) all conditions precedent, if any, in connection with the execution of such supplemental indenture have been satisfied. The Trustee shall have the right to decline to authenticate and deliver any Notes of such Notes. If specified in Series: (a) if the related Indenture Supplement for Trustee, being advised by counsel, determines that such action may not lawfully be taken; (b) if the Trustee shall determine that such action would expose the Trustee to personal liability to Holders of any then Outstanding Series of Notes or otherwise exposes the Trustee to liability hereunder or under 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 if the issue of such Notes will adversely affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or be valid for any purpose unless there appears on such Note otherwise in a certificate of authentication substantially in manner that is not reasonably acceptable to the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureTrustee. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with the Company or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf An Officer of the Issuer Company shall sign the Notes for the Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. 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 make available for delivery: (1) Notes of a series for original issue on the United States the Global Note that is issued upon original issuance thereof, upon receipt of Issue Date therefor in an Issuer Order, to the Depository against payment of the purchase price therefor. If aggregate principal amount specified in the related Indenture Supplement applicable Authentication Order and (2) any Additional Notes of such series for any Series original issue from time to time after the initial Issue Date for such series in such principal amounts as set forth in Section 2.14, in each case upon a written order of Notesthe Company signed by two Officers of the Company (an “Authentication Order”). Such Authentication Order shall specify the principal amount of the Notes to be authenticated and the date on which the issue of Notes is to be authenticated. Notwithstanding anything to the contrary contained herein, the Indenture Trustee shall authenticate Book-Entry Company may from time to time, without notice to or consent of the Holders, issue such additional principal amounts of Additional Notes that are as may be issued and authenticated pursuant to clause (2) of this paragraph, and Notes authenticated and delivered upon original issuance thereof, upon receipt of an Issuer Order, to a Clearing Agencyregistration or transfer of, or its nominee as provided in Section 2.10 against payment exchange for, or in lieu of, other Notes of the purchase price thereof. (c) No Note shall be entitled same series pursuant to any benefit under the Indenture Section 2.06, Section 2.08, Section 2.09 , Section 3.06 or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureSection 9.04. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent any such 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 agentAuthenticating Agent. The Indenture Trustee’s certificate of authentication In case the Company, pursuant to Article 5, shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: This is one 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 Trustee pursuant to Article 5, any of the Notes of a Series of Notes issued under authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes executed in the name of its authentication by the Indenture Trustee. (e) Notwithstanding successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the foregoing, if any Note shall have been authenticated Notes surrendered for such exchange and delivered hereunder but never issued and sold by the Issuer, of like principal amount; and the Issuer shall deliver such Note to the Indenture Trustee for cancellation as provided in Section 2.14Trustee, together with a written statement (which need not comply with Section 13.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes upon Authentication Order of the Indenture successor Person, shall authenticate and deliver Notes as specified in such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to order for the benefits purpose of the Indenture.such

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf An Officer of the Issuer Company shall sign the Notes for the Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. 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 make available for delivery: (1) Notes of a series for original issue on the United States the Global Note that is issued upon original issuance thereof, upon receipt of Issue Date therefor in an Issuer Order, to the Depository against payment of the purchase price therefor. If aggregate principal amount specified in the related Indenture Supplement applicable Authentication Order and (2) any Additional Notes of such series for any Series original issue from time to time after the initial Issue Date for such series in such principal amounts as set forth in Section 2.14, in each case upon a written order of Notesthe Company signed by two Officers of the Company (an “Authentication Order”). Such Authentication Order shall specify the principal amount of the Notes to be authenticated and the date on which the issue of Notes is to be authenticated. Notwithstanding anything to the contrary contained herein, the Indenture Trustee shall authenticate Book-Entry Company may from time to time, without notice to or consent of the Holders, issue such additional principal amounts of Additional Notes that are as may be issued and authenticated pursuant to clause (2) of this paragraph, and Notes authenticated and delivered upon original issuance thereof, upon receipt of an Issuer Order, to a Clearing Agencyregistration or transfer of, or its nominee as provided in Section 2.10 against payment exchange for, or in lieu of, other Notes of the purchase price thereof. (c) No Note shall be entitled same series pursuant to any benefit under the Indenture Section 2.6, Section 2.8, Section 2.9, Section 3.6 or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureSection 9.5. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent any such 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. The Indenture Trustee’s certificate of authentication In case the Company, pursuant to Article V, shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: This is one 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 Trustee pursuant to Article V, any of the Notes of a Series of Notes issued under authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes executed in the name of its authentication by the Indenture 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. (e) Notwithstanding , upon Authentication Order of the foregoingsuccessor Person, if shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any Note shall have been time be authenticated and delivered hereunder in any new name of a successor Person (if other than the Company) pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person (if other than the Company), at the option of the Holders but never issued without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and sold delivered in such new name. In connection with the transfer, authentication or cancellation of any Notes by the IssuerTrustee, and the Issuer shall deliver such Note in addition to the Indenture other requirements of this Article II and Section 10.4, the Trustee for cancellation may require that the Company deliver to Trustee an Opinion of Counsel as provided in Section 2.14, together with a written statement (which need not comply with Section 13.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture7.2(b).

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, shall be executed on behalf of the Issuer Company by two Officers of the Company or an Authorized Officer and delivered by the Issuer to Secretary of the Indenture Trustee for authentication and redelivery as provided hereinCompany. Such signature may be either manual or facsimile. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, 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, valid nevertheless. A Note 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 not be valid until an Issuer Order, to the Depository against payment authorized signatory of the purchase price therefor. If specified in Trustee manually signs 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 for any purpose unless there appears on such Note a certificate of authentication substantially in on the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible OfficerNote. Such signatures on such certificate signature shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the this Indenture. The Trustee or an authentication agent (the "Authenticating Agent") shall authenticate (i) Initial Notes for original issue (a) on the date of this Indenture in the aggregate principal amount not to exceed $200,000,000 and (ii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes, in each case upon written orders of the Company in the form of an Officers' Certificate (an "Authentication Order"). Subject to compliance with Section 4.10, the Trustee may authenticate Notes thereafter for issuance upon an Authentication Order in an aggregate principal amount as specified by such Authentication Order ("Additional Notes") and, if Additional Notes are issued as Initial Notes, may authenticate Exchange Notes from time to time for issue only in exchange for a like principal amount of such Initial Notes, in each case upon receipt of an Authentication Order. Any Authentication Order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are Additional Notes and whether the Notes are to be issued as Initial Notes or Exchange Notes, and shall further specify the amount of such Notes to be issued as the Global Note or Certificated Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07. Notwithstanding the foregoing, all Notes issued under this Indenture, including any Additional Notes, 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 acceptable to the Issuer Authenticating Agent to authenticate Notes. Unless limited Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the term of such appointment, an authenticating agent Company. 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 agentAuthenticating Agent. An Authenticating Agent has the same right as an Agent to deal with the Company and Affiliates of the Company. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: This is one registered form without coupons and only in denominations of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Indenture Trusteeintegral multiples thereof. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) One Officer shall sign the Notes for the Company by manual or facsimile signature. (b) The Initial Notes shall, upon issue pursuant to Section 2.2, may forthwith be executed on behalf of by the Issuer by an Authorized Officer Company and delivered by the Issuer to the Indenture Trustee for authentication and redelivery delivery by the Trustee for original issue upon a Company Order in accordance with the provisions of Section 303 of the Base Indenture. (c) At any time and from time to time after the issuance of the Initial Notes, the Trustee shall authenticate and deliver any Additional Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.07, in accordance with the provisions of Section 103 and Section 303 of the Base Indenture in an aggregate principal amount determined at the time of issuance and specified in a Company Order. Such Company Order shall specify the principal amount of the Additional Notes to be authenticated and the date on which the original issue of such Additional Notes is to be authenticated. (d) Upon receipt of a Company Order, the Trustee shall authenticate for original issue (i) Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $500,000,000 or (ii) Exchange Notes in exchange for Additional Notes in an aggregate principal amount not to exceed the aggregate principal amount of such Additional Notes so exchanged; provided herein. that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes issued on the Issue Date or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (e) If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (bf) 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 A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee until authenticated by the manual signature of a Responsible Officerthe Trustee. Such signatures on such certificate signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Supplemental Indenture. A Note shall be dated the date of its authentication. (g) The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Indenture Trustee may do so. Each reference in this Base the Indenture to authentication by the Indenture Trustee includes authentication by such agent. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany. (eh) Notwithstanding The Trustee shall also authenticate and deliver Notes at the foregoing, if any Note shall have been authenticated times and delivered hereunder but never issued and sold by in the Issuer, and the Issuer shall deliver such Note to the Indenture Trustee for cancellation as provided manner specified in Section 2.141.06, together with a written statement (which need not comply with Section 13.2 1.11, Section 3.06, Section 4.11(h), Section 4.17(c) and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued Section 8.05 and sold by the Issuer, for all purposes Section 306 of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Base Indenture.

Execution and Authentication. (a) The One Responsible Officer of or one Person duly authorized by all requisite corporate actions by the Issuer shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized a Responsible Officer whose signature is on a Note was a Responsible Officer at the time of such execution but no longer holds that office or position at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At 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. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes which may be outstanding at any time under this Indenture is not limited in amount. The Trustee shall authenticate such Notes, which shall consist of (i) Initial Notes for original issue on the Closing Date in an aggregate principal amount not to exceed $400,000,000 and (ii) Additional Notes from time to time for issuance after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series of Notes executed by the Issuer Closing Date to the Indenture Trustee for authenticationextent otherwise permitted hereunder (including, together with one or more Issuer Orders for the authentication and delivery of such Noteswithout limitation, and the Indenture Trusteeunder Section 4.3 hereof), 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, each case upon receipt of an Issuer Order. Additional Notes will be treated the same as the Initial Notes for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Issuer Order shall specify the Depository against payment aggregate principal amount of Notes to be authenticated, the purchase price therefor. If specified in the related Indenture Supplement for any Series type of Notes, 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 Initial Notes or Additional Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall authenticate Book-Entry 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 that are issued upon original issuance thereof, upon has been duly authorized by the Issuer. Upon receipt of an Issuer Order, the Trustee shall authenticate Notes in substitution for Notes originally issued to a Clearing Agency, or its nominee as provided in Section 2.10 against payment reflect any name change of the purchase price thereof. (c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureIssuer. The Indenture Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent 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 agentAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: This is one denominations of the Notes $2,000 and integral multiples of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee$1,000 in excess thereof. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, shall be executed on behalf of the Issuer by an Authorized Officer and delivered by of the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinIssuer. Such signature may be either manual or facsimile. If an Authorized the Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, 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, valid nevertheless. A Note 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 not be valid until an Issuer Order, to the Depository against payment authorized signatory of the purchase price therefor. If specified in Trustee signs 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 for any purpose unless there appears on such Note a certificate of authentication substantially in on the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible OfficerNote. Such signatures on such certificate signature shall be manual. Such signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Trustee or an authentication agent (the “Authenticating Agent”) shall authenticate (i) Initial Notes for original issue on the date of this Indenture in an aggregate principal amount equal to $300,000,000, (ii) additional Notes (“Additional Notes”) for original issue following the date of this Indenture in unlimited aggregate principal amount (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.10 hereof) upon a written order of the Issuer executed by an Officer, and (iii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes or Additional Notes, as the case may be, in each case upon an Issuer Order. Such Issuer Order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, and shall further specify the amount of such Notes to be issued as a Global Note or Certificated Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. 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 acceptable to the Issuer Authenticating Agent to authenticate Notes. Unless limited Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the term of such appointment, an authenticating agent Issuer. 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 agentAuthenticating Agent. An Authenticating Agent has the same right as an Agent to deal with the Issuer and Affiliates of the Issuer. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially the following registered form: This is one of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuerwithout coupons, and the Issuer shall deliver such Note to the Indenture Trustee for cancellation as provided only in Section 2.14, together with a written statement (which need not comply with Section 13.2 minimum denominations of $2,000 and need not be accompanied by an Opinion integral multiples of Counsel) stating that such 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 be entitled to the benefits of the Indenture$1,000 in excess thereof.

Execution and Authentication. (a) The One Officer, who shall have been duly authorized by all requisite corporate actions, shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual, facsimile or electronic image scan signature. If an Authorized the 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 Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (bi) At The Trustee shall initially authenticate Initial Dollar Notes for original issue on the Issue Date in an aggregate principal amount of $500,000,000 of Dollar Notes, (ii) the Euro Paying Agent shall initially authenticate Initial Euro Notes for original issue on the Issue Date in an aggregate principal amount of €175,000,000 of Euro Notes and (iii) the Trustee shall thereafter authenticate (x) Additional Notes in one or more series (which may be of the same series as any time and Notes previously issued hereunder, or of a different series) 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 for original issue in aggregate principal amounts specified by the Issuer and (y) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Indenture Trustee Issuer in the form of an Officer’s Certificate of the Issuer; provided, however, that if the Additional Notes are not fungible with the Initial Notes for authenticationUnited States federal income tax purposes, together with one the Additional Notes will have a separate CUSIP, ISIN, Common Code or more Issuer Orders for other similar identification number than the authentication and delivery Initial Notes. Each such written order shall specify the principal amount of such Notes, Notes to be authenticated and the Indenture Trustee, in accordance with date on which such Issuer Order and this Base Indenture, shall authenticate and deliver such NotesNotes are to be authenticated. 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 this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly herein executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under the Indentureand delivered hereunder. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer2.12, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not never be entitled to the benefits of this Indenture. The Trustee may appoint one or more authenticating agents with the consent of the Issuer to authenticate the Notes, and the Trustee may enter into an appropriate agency agreement with any such authentication agent not a party to this Indenture. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Dollar-denominated Notes shall be issuable only in registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000. The Euro-denominated Notes shall be issuable only in registered form without coupons in denominations of €100,000 and any integral multiples of €1,000 in excess of €100,000.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, shall be executed on behalf of the Issuer by an Authorized Officer and delivered by two Officers of the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinIssuer. Such signatures may be either manual or facsimile. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, 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, valid nevertheless. A Note 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 not be valid until an Issuer Order, to the Depository against payment authorized signatory of the purchase price therefor. If specified in Trustee signs 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 for any purpose unless there appears on such Note a certificate of authentication substantially in on the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible OfficerNote. Such signatures on such certificate signature shall be manual. Such signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Trustee or an authentication agent (the “Authenticating Agent”) shall authenticate (i) Initial Notes for original issue on the date of this Indenture in the aggregate principal amount not to exceed $300,000,000 and (ii) additional Notes (“Additional Notes”) for original issue following the date of this Indenture (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.10 hereof). The written order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and shall further specify the amount of such Notes to be issued as a Global Note or Certificated Notes. 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 acceptable to the Issuer Authenticating Agent to authenticate Notes. Unless limited Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the term of such appointment, an authenticating agent Issuer. 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 agentAuthenticating Agent. An Authenticating Agent has the same right as an Agent to deal with the Issuer and Affiliates of the Issuer. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: This is one registered form without coupons and only in denominations of the Notes $2,000 and integral multiples of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee$1,000 in excess thereof. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The An Officer shall sign the Notes shallfor the Company by manual, upon issue pursuant to Section 2.2“.pdf”, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinfacsimile or other electronically transmitted signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note 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 A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee until authenticated by the manual signature of a Responsible OfficerOfficer of the Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Indenture Trustee shall authenticate (i) on the Issue Date, Notes for original issue in an aggregate principal amount not to exceed $500,000,000 (the “Initial Notes”), (ii) Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including, without limitation, Section 4.9), (iii) Exchange Notes or private exchange notes (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case, upon a written order of the Company in the form of a certificate signed by one Officer of the Company (an “Authentication Order”) directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with, accompanied by an Opinion of Counsel in a form reasonably satisfactory to the Trustee, to the effect that all such conditions precedent have been satisfied. Each such Authentication Order shall specify the principal amount and registered holder of each Note to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Notes, private exchange notes or Additional Notes and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request. The Company may appoint an authenticating agent reasonably acceptable to the Issuer Trustee to authenticate Notes. Unless limited by the term terms 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with Holders or the Company or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Senior Notes shall, upon issue pursuant to Section 2.2, shall be executed on behalf of the Issuer Issuers by two Officers of each of the respective Issuers or an Authorized Officer and delivered by an Assistant Secretary of each of the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinIssuers. Such signatures may be either manual or facsimile. If an Authorized Officer whose signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note is authenticatedor at any time thereafter, the Senior Note shall nevertheless be valid. (b) At valid nevertheless. A Senior Note shall not be valid until the Trustee manually signs the certificate of authentication on the Senior Note. Such signature shall be conclusive evidence that the Senior Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate Senior Notes for original issue in the aggregate principal amount of up to $145,000,000, subject to adjustment pursuant to Section 8.1(7). The aggregate principal amount of Senior Notes, excluding Secondary Senior Notes, outstanding at any time may not exceed such amount except as provided in Section 2.7. The Senior Notes shall be issuable only in registered form without coupons and from time only in denominations of whole dollar integrals. The Trustee shall issue Senior Notes upon the Issuers' Request. In the event the Issuers elect to time after pay a portion of interest as specified in the execution and delivery terms of this Base Indenturethe Senior Notes in additional Senior Notes, the Issuer may deliver Issuers shall pay a portion of such interest in Secondary Senior Notes in lieu of cash as provided in paragraph 1 of the Senior Notes (such Senior Notes, "Secondary Senior Notes"). The Issuers shall give written notice to the Trustee of the amount of interest to be paid in Secondary Senior Notes not less than five Business Days prior to the relevant Interest Payment Date, and the Trustee or an authenticating agent (upon written order of the Issuers signed by an Officer of each of the Issuers given not less than five nor more than 45 days prior to such Interest Payment Date) shall authenticate for original issue (pro rata to each Holder of any particular Series Senior Notes as of such record date) Secondary Senior Notes executed by the Issuer in an aggregate principal amount equal to the Indenture Trustee for authentication, together amount of interest payable with one or more Issuer Orders for such Secondary Senior Notes on such Interest Payment Date. Each issuance of Secondary Senior Notes in lieu of the authentication and delivery payment of such a portion of interest in cash on the Senior Notes shall be made pro rata with respect to the outstanding Senior Notes, and the Indenture TrusteeIssuers shall have the right to aggregate amounts of interest payable in the form of Secondary Senior Notes to a Holder of outstanding Senior Notes and issue to such Holder a single Secondary Senior Note in payment thereof. Any Secondary Senior Notes may be denominated as a separate series if the Issuers deem it necessary to do so, with appropriate distinguishing designations. As set forth in paragraph 1 of the Senior Notes, in accordance with such Issuer Order and this Base Indenture, shall authenticate and deliver such Notes. If specified the event the Issuers elect to pay a portion of interest in the related Indenture Supplement for any Series of Secondary Senior Notes, the Indenture Trustee Issuers shall authenticate and deliver outside also pay to each Holder, on a pro rata basis, an additional amount, payable in cash on the United States the Global Note that is issued upon original issuance thereof, upon receipt of an Issuer Order, to the Depository against payment date(s) specified in paragraph 1 of the purchase price therefor. If specified Senior Notes 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, amount equal to a Clearing Agency, or its nominee as provided in Section 2.10 against payment 0.25% of the purchase price thereof. aggregate amount of Senior Notes outstanding as of the applicable record date for such Interest Payment (c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for hereinamounts, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indenture"Additional Amounts"). The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Senior Notes. Unless limited by the term terms of such appointment, an authenticating agent may authenticate Senior 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee. (e) Notwithstanding the foregoing, if any Note Such authenticating agent shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and same right as the Issuer shall deliver such Note to Trustee in dealing with 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 need not be accompanied by Issuers or an Opinion of Counsel) stating that such 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 be entitled to the benefits of the IndentureAffiliate.

Execution and Authentication. (a) The One Officer, who shall have been duly authorized by all requisite corporate actions, shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual, facsimile or electronic image scan signature. If an Authorized the 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 Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (bi) At The Trustee shall initially authenticate Initial Notes for original issue on the Issue Date in an aggregate principal amount of $660,000,000 and (ii) the Trustee shall thereafter authenticate (x) Additional Notes in one or more series (which may be of the same series as any time and Notes previously issued hereunder, or of a different series) 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 for original issue in aggregate principal amounts specified by the Issuer and (y) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) and (ii) above, upon a written order of the Indenture Trustee for authenticationIssuer in the form of an Officer’s Certificate of the Issuer; provided, together however, that if the Additional Notes of a series are not fungible with one or more Issuer Orders for the authentication and delivery Initial Notes of such series for United States federal income tax purposes, the Additional Notes will have a separate CUSIP, ISIN or other similar identification number than the Initial Notes, . Each such written order shall specify the principal amount of such Notes to be authenticated and the Indenture Trustee, in accordance with date on which such Issuer Order and this Base Indenture, shall authenticate and deliver such NotesNotes are to be authenticated. 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 this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly herein executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under the Indentureand delivered hereunder. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer2.12, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not never be entitled to the benefits of this Indenture. The Trustee may appoint one or more authenticating agents with the consent of the Issuer to authenticate the Notes, and the Trustee may enter into an appropriate agency agreement with any such authentication agent not a party to this Indenture. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000.

Execution and Authentication. (a) The One Officer shall sign the Convertible Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Convertible Note no longer holds that office at the time the Convertible Note is authenticated, the Convertible Note shall nevertheless be valid. (b) At . A Convertible Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Convertible Note has been authenticated under this Indenture. Upon a written order of the Company signed by an Officer of the Company, the Trustee shall authenticate Initial Convertible Notes upon the execution of this Indenture for original issue in an aggregate principal amount of $10,333,000. The aggregate principal amount of Initial Convertible Notes outstanding at any time and may not exceed that amount except as provided in Section 2.07. The Company may, from time to time after the execution and delivery of this Base Indenture, execute and deliver to the Issuer may deliver Trustee for authentication Additional Convertible Notes of an aggregate principal amount up to $33,304,000, and the Trustee shall thereupon authenticate and deliver said Additional Convertible Notes to or upon the written order of the Company in accordance with Section 2.4 of this Indenture, without any particular Series of Notes executed further action by the Issuer to Company hereunder; provided however that the Indenture Trustee Company may issue Additional Convertible Notes only if: (1) such Additional Convertible Notes and Initial Convertible Notes are treated as part of the same issue of debt instruments for authentication, together with one or more Issuer Orders for purposes of U.S. federal income tax laws; (2) such Additional Convertible Notes shall have the authentication and delivery of such same CUSIP number as the Initial Convertible Notes, and (3) the Indenture Trustee, in accordance Trustee receives an Officers’ Certificate and an Opinion of Counsel to the effect that such issuance of Additional Convertible Notes complies with such Issuer Order and the provisions of this Base Indenture, shall authenticate and deliver such Notesincluding each provision of this paragraph. 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 The Convertible 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 issuable only in registered form without coupons and only in denominations of $100 or any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indentureintegral multiple thereof. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Convertible Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Convertible 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same right as an Agent to deal with the Company or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The One Officer of the Company shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer Company by an Authorized Officer manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Notes and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmay be in facsimile form. If an Authorized Officer of the Company whose signature is on a Note no longer holds that office at the time the Note 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 Notesvalid nevertheless. 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 A Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee until authenticated by the manual signature of a Responsible Officer. Such signatures on such certificate an authorized signatory of the Trustee, which signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the Indenture. The Trustee shall authenticate (i) for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of $175,000,000, (ii) Exchange Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like principal amount of Series A Notes and (iii) any amount of additional Notes specified by the Company, in each case, upon a written order of the Company signed by one Officer of the Company. Such order shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereof, and (b) whether the Notes are Series A Notes or 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 provided in Section 2.08 hereof. Subject to the foregoing, the aggregate principal amount of Notes of any series that may be issued under the Indenture shall not be limited. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term terms of such appointment, an authenticating agent may authenticate Notes whenever the Indenture Trustee may do so. Each reference in this Base the Indenture to authentication by the Indenture Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, or an Affiliate of any of them. The Indenture Trustee’s certificate of authentication Series A Notes and the Exchange Notes shall be in substantially the following form: This is one of the Notes of considered collectively to be a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, single class for all purposes of the Indenture such Note shall be deemed never Indenture, including, without limitation, waivers, amendments, redemptions and offers to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturepurchase.

Execution and Authentication. (a) The At least one Officer must sign the Notes shallfor the Company by manual, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinelectronic or fascimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall will nevertheless be valid. (b) At any time and . A Note will not be valid until authenticated by the manual or electronic signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. The Company may issue additional notes under this Indenture from time to time after the execution and delivery Issue Date. Any issuance of Additional Notes shall be subject to all of the covenants described under Article 4 of this Base Indenture, the Issuer may deliver including Section 4.09 hereof. The Notes of and any particular Series of Additional Notes executed by the Issuer to the subsequently issued under this Indenture Trustee will be treated as a single class 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 all purposes under this Base Indenture, shall authenticate including, without limitation, waivers, amendments, redemptions and deliver offers to purchase; provided, however if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such NotesAdditional Notes will have a separate CUSIP, ISIN or other identifying number. If specified in the related Indenture Supplement for any Series of Notes, the Indenture The Trustee shall authenticate and deliver outside the United States the Global Note that is issued upon original issuance thereofwill, upon receipt of an Issuer Order, to the Depository against payment a written order of the purchase price thereforCompany signed by an Officer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. If specified in The aggregate principal amount of Notes outstanding at any time may not exceed the related Indenture Supplement aggregate principal amount of Notes authorized for any Series of Notesissuance by the Company pursuant to one or more Authentication Orders, 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 except 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indenture2.07 hereof. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The At least one Officer must sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The aggregate principal amount of Notes 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 and any Additional Notes subsequently issued shall be treated as a 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 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 thereofshall, upon receipt of an Issuer Order, to the Depository against payment a written order of the purchase price therefor. If 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 Authentication Order and (ii) Additional Notes in such amounts 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. The Authentication Order shall specify the related Indenture Supplement for any Series amount 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, authenticated and the only evidence, that date on which the Note has been duly authenticated under the IndentureNotes are to be authenticated. The Indenture Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with Holders or the Company or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, shall be executed on behalf of the Issuer Company by an Authorized Officer and delivered its Chairman of the Board, one of its Vice Chairmen, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any such officer on the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinNotes may be manual or facsimile. If an Authorized Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) . Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth in Exhibit A hereto, manually executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication executed by the Trustee upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and made available for delivery hereunder. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Company may deliver Notes of any particular Series of Notes executed by the Issuer Company to the Indenture Trustee for authentication, together with one or more Issuer Orders a request for the authentication and delivery of such NotesNotes signed by an Officer of the Company accompanied by any certificate and opinions required by the TIA and the following 21 27 paragraph, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenturerequest, shall authenticate and deliver such NotesNotes as provided in this Indenture. If specified in the related Indenture Supplement for any Series of Notes, the Indenture The Trustee shall authenticate (i) Original Notes for original issue in the aggregate principal amount not to exceed $310,000,000, and deliver outside (ii) Exchange Notes issued, either (x) in the United States Exchange Offer for the Global Note that is issued upon original issuance thereofOriginal Notes pursuant to the Exchange Offer Registration Statement filed with the Commission from time to time, for issue only in exchange for a like principal amount of Original Notes or (y) in the Private Exchange, for issue only in exchange for a like principal amount of Original Notes, in each case, upon receipt of an Issuer Order, to the Depository against payment written order 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 for any purpose unless there appears on such Note a certificate of authentication substantially Company in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officeran Officers' Certificate. Such signatures Officers' Certificate shall specify the amount of Notes to be authenticated and the date on such certificate which the Notes are to be authenticated, whether the Notes are to be Original Notes or Exchange Notes and whether the Notes are to be Definitive Notes or Global Notes. Except as contemplated by Section 2.07 hereof, the aggregate principal amount of Notes outstanding at any time may not exceed $310,000,000. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matter as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. The Notes shall be conclusive evidenceissuable in fully registered form only, without coupons, in denominations of $1,000 and the only evidence, that the Note has been duly authenticated under the Indentureany integral multiple thereof. The Indenture Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term of such appointment, an 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with the Company or an Affiliate of the Notes of a Series of Notes issued under the within mentioned IndentureCompany. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture The Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled liable for any act or failure to act of the authenticating agent to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. Each authenticating agent shall be acceptable to the benefits Company and otherwise comply in all respects with the eligibility requirements of the Trustee contained in this Indenture.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf An Officer of the Issuer Company shall sign the Notes for the Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. 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 make available for delivery: (1) Notes of a series for original issue on the United States the Global Note that is issued upon original issuance thereof, upon receipt of Issue Date therefor in an Issuer Order, to the Depository against payment of the purchase price therefor. If aggregate principal amount specified in the related Indenture Supplement applicable Authentication Order and (2) any Additional Notes of such series for any Series original issue from time to time after the initial Issue Date for such series in such principal amounts as set forth in Section 2.14, in each case upon a written order of Notesthe Company signed by two Officers of the Company (an “Authentication Order”). Such Authentication Order shall specify the principal amount of the Notes to be authenticated and the date on which the issue of Notes is to be authenticated. Notwithstanding anything to the contrary contained herein, the Indenture Trustee shall authenticate Book-Entry Company may from time to time, without notice to or consent of the Holders, issue such additional principal amounts of Additional Notes that are as may be issued and authenticated pursuant to clause (2) of this paragraph, and Notes authenticated and delivered upon original issuance thereof, upon receipt of an Issuer Order, to a Clearing Agencyregistration or transfer of, or its nominee as provided in Section 2.10 against payment exchange for, or in lieu of, other Notes of the purchase price thereof. (c) No Note shall be entitled same series pursuant to any benefit under the Indenture Section 2.6, Section 2.8, Section 2.9, Section 3.6 or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureSection 9.5. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent any such 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. The Indenture Trustee’s certificate of authentication In case the Company, pursuant to Article V, shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: This is one 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 Trustee pursuant to Article V, any of the Notes of a Series of Notes issued under authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes executed in the name of its authentication by the Indenture 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. (e) Notwithstanding , upon Authentication Order of the foregoingsuccessor Person, if shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any Note shall have been time be authenticated and delivered hereunder in any new name of a successor Person (if other than the Company) pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person (if other than the Company), at the option of the Holders but never issued without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and sold delivered in such new name. In connection with the transfer, authentication or cancellation of any Notes by the IssuerTrustee, and the Issuer shall deliver such Note in addition to the Indenture other requirements of this Article II and Section 11.4, the Trustee for cancellation may require that the Company deliver to Trustee an Opinion of Counsel as provided in Section 2.14, together with a written statement (which need not comply with Section 13.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture7.2(b).

Execution and Authentication. (a) The Subordinated Notes shall, upon issue pursuant to Section 2.2, will be executed on behalf of the Issuer Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer and delivered by on the Issuer to Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note no longer holds that office manual or facsimile signatures of individuals who were at the time of execution Authorized Officers of the Note is authenticatedCompany will, 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 authenticationfullest extent permitted by law, together with one bind the Company, notwithstanding that such individuals or more Issuer Orders for any of them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such offices at the date of such Subordinated Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall . The Trustee or an Authenticating Agent will authenticate and deliver such Notesthe Initial Notes for original issue in an initial aggregate principal amount of up to $40,000,000 upon one or more Company Orders and an Opinion of Counsel. If specified in the related Indenture Supplement for any Series of NotesIn addition, the Indenture Trustee shall or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver outside any Exchange Notes for an initial aggregate principal amount not to exceed $40,000,000 specified in such Company Order for Exchange Notes issued hereunder. The aggregate principal amount of the United States Outstanding Subordinated Notes to be issued hereunder may be increased at any time hereafter and the Global Note series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date hereof and any such additional Subordinated Notes that may be issued hereafter shall be part of the same series of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including with respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes will be issued only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is issued upon original issuance thereof, upon receipt of an Issuer Order, not reasonably acceptable to the Depository against payment of Trustee or if the purchase price thereforTrustee, being advised by counsel, determines that such action may not lawfully be taken. 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 Subordinated Note shall will be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein, duly herein executed by or on behalf of the Indenture Trustee or by the Authenticating Agent by the manual signature of a Responsible Officerone of its authorized signatories. Such signatures on such certificate shall upon any Subordinated Note will be conclusive evidence, and the only evidence, that the such Subordinated Note has been duly authenticated under the Indenture. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturehereunder.

Execution and Authentication. (a) The Subordinated Notes shall, upon issue pursuant to Section 2.2, will be executed on behalf of the Issuer Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer and delivered by on the Issuer to Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note no longer holds that office manual or facsimile signatures of individuals who were at the time of execution Authorized Officers of the Note is authenticatedCompany will, 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 authenticationfullest extent permitted by law, together with one bind the Company, notwithstanding that such individuals or more Issuer Orders for any of them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such offices at the date of such Subordinated Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall . The Trustee or an Authenticating Agent will authenticate and deliver such Notesthe Initial Notes for original issue in an initial aggregate principal amount of up to $40,000,000 upon one or more Company Orders and an Opinion of Counsel. If specified in the related Indenture Supplement for any Series of NotesIn addition, the Indenture Trustee shall or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver outside any Exchange Notes for an aggregate principal amount not to exceed $40,000,000 specified in such Company Order for Exchange Notes issued hereunder. The aggregate principal amount of the United States Outstanding Subordinated Notes to be issued hereunder may be increased at any time hereafter and the Global Note series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date hereof and any such additional Subordinated Notes that may be issued hereafter shall be part of the same series of Subordinated Notes for all purposes under this Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under this Indenture, including with respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes will be issued only in registered form without coupons and in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is issued upon original issuance thereof, upon receipt of an Issuer Order, not reasonably acceptable to the Depository against payment of Trustee or if the purchase price thereforTrustee, being advised by counsel, determines that such action may not lawfully be taken. 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 Subordinated Note shall will be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein, duly herein executed by or on behalf of the Indenture Trustee or by the Authenticating Agent by the manual signature of a Responsible Officerone of its authorized signatories. Such signatures on such certificate shall upon any Subordinated Note will be conclusive evidence, and the only evidence, that the such Subordinated Note has been duly authenticated under the Indenture. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturehereunder.

Execution and Authentication. (a) The At least one Officer must sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall will 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 A 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 will not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee until authenticated by the manual signature of a Responsible Officerthe Trustee. Such signatures on such certificate shall The signature will be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Indenture Trustee will, upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”), authenticate Notes for (i) original issue, up to the aggregate principal amount stated in paragraph 4 of the back of the Notes and (ii) Additional Notes in such amounts as may be specified from time to time without limit, subject to Article 4 hereof. Additional Notes shall have the same terms as the Notes, or the same terms except for the payment of interest on the Notes (1) scheduled and paid prior to the date of issuance of such Additional Notes and (2) payable on the first Interest Payment Date following the date of issuance. The Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture. In addition, the Trustee shall authenticate upon receipt of an Authentication Order other Notes issued in exchange therefor from time to time. 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, except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, shall be executed on behalf of the Issuer by an Authorized Officer and delivered by two Officers of the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinIssuer. Such signatures may be either manual or facsimile. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, 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, valid nevertheless. A Note 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 not be valid until an Issuer Order, to the Depository against payment authorized signatory of the purchase price therefor. If specified in Trustee signs 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 for any purpose unless there appears on such Note a certificate of authentication substantially in on the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible OfficerNote. Such signatures on such certificate signature shall be manual. Such signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Trustee or an authentication agent (the “Authenticating Agent”) shall authenticate (i) Initial Notes for original issue on the date of this Indenture in the aggregate principal amount not to exceed $200,000,000 and (ii) additional Notes (“Additional Notes”) for original issue following the date of this Indenture (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.10 hereof). The written order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and shall further specify the amount of such Notes to be issued as a Global Note or Certificated Notes. 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 acceptable to the Issuer Authenticating Agent to authenticate Notes. Unless limited Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the term of such appointment, an authenticating agent Issuer. 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 agentAuthenticating Agent. An Authenticating Agent has the same right as an Agent to deal with the Issuer and Affiliates of the Issuer. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: This is one registered form without coupons and only in denominations of the Notes $2,000 and integral multiples of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee$1,000 in excess thereof. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The One Officer shall sign the Notes shallfor the Company by manual, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinfacsimile or other electronic signature. If an Authorized the Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. 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 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 make available for delivery: (1) Initial Notes for original issue on the United States Issue Date in an aggregate principal amount of $745,000,000, (2) subject to the Global Note that is issued upon terms of this Indenture, Additional Notes for original issuance thereofissue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), upon receipt Initial Notes in the form of an Issuer OrderUnrestricted Global Note, to the Depository against payment in each case upon a written order of the purchase price thereforCompany signed by one Officer (the “Company Order”). If specified Such Company Order shall specify whether the Notes will be in the related Indenture Supplement for any Series form of Definitive Notes or Global 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 amount of the purchase price thereof. (c) No Note shall Notes to be entitled authenticated, the date on which the original issue of Notes is to any benefit under be authenticated, the Indenture Holder of the Notes and whether the Notes are to be Initial Notes or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureAdditional Notes. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. 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 term terms of such appointment, an authenticating agent any such 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 agentthe Authenticating Agent. The Indenture Trustee’s certificate An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of authentication notices and demands. In case the Company or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: This is one 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 Trustee pursuant to Article IV, any of the Notes of a Series of Notes issued under authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes executed in the name of its authentication by the Indenture successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee. (e) Notwithstanding , upon the foregoingCompany Order of the successor Person, if shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any Note shall have been time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturein such new name.

Execution and Authentication. One Officer shall sign the Notes for the Company by manual, facsimile or electronic (aincluding “pdf”) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinsignature. If an Authorized the Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. 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 Base Indenture, the Issuer may deliver Trustee shall, upon written request of the Company, authenticate and make available for delivery: (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of any particular Series $544,156,000, (b) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (c) under the circumstances set forth in Section 2.06(d), Initial Notes in the form of an Unrestricted Global Note, in each case after receipt of: (i) a written order of the Company signed by one Officer of the Company (the “Company Order”), and (ii) an Opinion of Counsel, addressed to the Trustee and the Notes Collateral Agent, which in the case of (a) above shall be to the effect that this Indenture, the Notes and the Collateral Documents executed prior to or as of the Issue Date (other than the Intercreditor Agreements) have been duly authorized, executed and delivered by the Issuer Grantors and are enforceable against them, subject to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Notescustomary enforceability exceptions, and that the Indenture Trustee, in accordance with such Issuer issuance of the Notes has been duly authorized. Such Company Order and this Base Indenture, shall authenticate and deliver such Notes. If specified specify whether the Notes will be in the related Indenture Supplement for any Series form of Definitive Notes or Global 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 amount 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, authenticated and the only evidence, that date on which the Note has been duly original issue of Notes is to be authenticated under and whether the IndentureNotes are to be Initial Notes or Additional Notes. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. 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 term terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Indenture Trustee may is authorized to do so. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such agentthe Authenticating Agent. The Indenture Trustee’s certificate An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of authentication notices and demands. In case the Company or any Guarantor, pursuant to Article 4 or Section 10.02 as applicable, shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: This is one 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 Trustee pursuant to Article 4, as applicable, any of the Notes of a Series of Notes issued under authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes executed in the name of its authentication by the Indenture 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. (e) Notwithstanding , upon Company Order of the foregoingsuccessor Person, if shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any Note shall have been time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturein such new name.

Execution and Authentication. One Officer shall sign the Notes for the Company by manual, facsimile or electronic (aincluding “pdf”) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinsignature. If an Authorized the Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. 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 Base Indenture, the Issuer may deliver Trustee shall, upon written request of the Company, authenticate and make available for delivery: (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of any particular Series $500,000,000, (b) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (c) Exchange Notes in exchange for a like principal amount of Initial Notes or Additional Notes after the effectiveness of an Exchange Offer Registration Statement and consummation of the Exchange Offer thereunder and (d) under the circumstances set forth in Section 2.06(d), Initial Notes in the form of an Unrestricted Global Note, in each case after receipt of: (i) a written order of the Company signed by one Officer of the Company (the “Company Order”), and (ii) an Opinion of Counsel, addressed to the Trustee, which in the case of (a) above shall be to the effect that this Indenture, the Notes executed prior to or as of the Issue Date have been duly authorized, executed and delivered by the Issuer Company and the Guarantors and are enforceable against them, subject to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Notescustomary enforceability exceptions, and that the Indenture Trustee, in accordance with such Issuer issuance of the Notes has been duly authorized. Such Company Order and this Base Indenture, shall authenticate and deliver such Notes. If specified specify whether the Notes will be in the related Indenture Supplement for any Series form of Definitive Notes or Global 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 amount of the purchase price therefor. If specified in Notes to be authenticated and the related Indenture Supplement for any Series date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, the Indenture Trustee shall authenticate Book-Entry Additional 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureExchange Notes. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. 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 term terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Indenture Trustee may is authorized to do so. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such agentthe Authenticating Agent. The Indenture Trustee’s certificate An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of authentication notices and demands. In case the Company or any Guarantor, pursuant to Article 4 or Section 10.02 as applicable, shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: This is one 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 Trustee pursuant to Article 4, as applicable, any of the Notes of a Series of Notes issued under authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes executed in the name of its authentication by the Indenture 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. (e) Notwithstanding , upon Company Order of the foregoingsuccessor Person, if shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any Note shall have been time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturein such new name.

Execution and Authentication. (a) The At least one Officer must sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or electronic signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall will 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 The 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 thereofwill, upon receipt of an Issuer Order, to the Depository against payment a written authentication order of the purchase price thereforCompany signed by two Officers (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. If specified in The aggregate principal amount of Notes outstanding at any time may not exceed the related Indenture Supplement aggregate principal amount of Notes authorized for any Series of Notesissuance by the Company pursuant to one or more Authentication Orders, 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 except 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indenture2.07 hereof. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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 any such authenticating agent. The Indenture Trustee’s An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. (c) A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication shall on the Note. The signature will be in substantially conclusive evidence that the following form: This is one of the Notes of a Series of Notes issued Note has been authenticated under the within mentioned this Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory. (d) Each Note The Trustee shall be dated and issued as authenticate Notes for original issue on the Issue Date, in the aggregate principal amount of US$300,000,000 pursuant to an Authentication Order from the date of its authentication by the Indenture TrusteeCompany. (e) Notwithstanding [Reserved]. (f) [Reserved]. (g) In authenticating Notes issued as permitted by this Indenture (including Section 4.08), and accepting the foregoingadditional responsibilities under this Indenture in relation to such Notes, if any Note the Trustee shall receive upon request, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms of such Notes have been duly authorized by the Company and established in conformity with the provisions of this Indenture, and that such Opinion of Counsel may state: (1) that the forms and terms of such Notes (as applicable) have been, and the terms of such Notes (when established in accordance with such procedures as may be specified in an Authentication Order, all as contemplated by this Indenture) will have been, duly authorized by the Company and established in conformity with the provisions of this Indenture; (2) for Additional Notes issued after the date hereof that all conditions precedent to the issuance, execution, authentication and delivery of such Notes; and (3) that such Notes when (1) executed by the Company, (2) completed, authenticated and delivered hereunder but never issued and sold by the Issuer, Trustee in accordance with this Indenture and (3) issued by the Issuer shall deliver Company in the manner and subject to any conditions specified in such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued , will constitute valid and sold by the Issuer, for all purposes legally binding obligations of the Indenture such Note shall be deemed never Company, enforceable in accordance with their terms, subject to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturecustomary exceptions.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, shall be executed on behalf of the Issuer Issuers by two Officers of each of the Issuers or an Authorized Officer and delivered by the Issuer to Secretary of each of the Indenture Trustee for authentication and redelivery as provided hereinIssuers. Such signature may be either manual or facsimile. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, 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, valid nevertheless. A Note 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 not be valid until an Issuer Order, to the Depository against payment authorized signatory of the purchase price therefor. If specified in Trustee signs 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 for any purpose unless there appears on such Note a certificate of authentication substantially in on the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible OfficerNote. Such signatures on such certificate signature may be either manual or facsimile. Such signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Trustee or an authentication agent (the "AUTHENTICATING AGENT") shall authenticate (i) Initial Notes for original issue on the date of this Indenture in an aggregate principal amount not to exceed $100,000,000 and (ii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes, in each case upon written orders of the Issuers in the form of an Officers' Certificate (an "AUTHENTICATION ORDER"). Subject to compliance with Section 4.10, the Trustee may authenticate Notes thereafter for issuance upon an Authentication Order in an aggregate principal amount as specified by such Authentication Order (the "ADDITIONAL NOTES"). Any Authentication Order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, and shall further specify the amount of such Notes to be issued as the Global Note or Certificated Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07. Notwithstanding the foregoing, PIK Notes may be issued from time to time as payment of interest on the Notes in accordance with the terms of the Notes. Notwithstanding the foregoing, all Notes issued under this Indenture, including any Additional Notes, 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 acceptable to the Issuer Authenticating Agent to authenticate Notes. Unless limited Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the term of such appointment, an authenticating agent Issuers. 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 agentAuthenticating Agent. An Authenticating Agent has the same right as an Agent to deal with the Issuers and Affiliates of the Issuers. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: This is one registered form without coupons and only in denominations of the Notes of a Series of $1,000 and integral multiples thereof, PROVIDED, HOWEVER, that PIK Notes issued under in payment of interest or Additional Interest will be issued in denominations of $1.00 and integral multiples of $1.00. Payments to be made in the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note form of PIK Notes shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note rounded to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturenearest dollar.

Execution and Authentication. (a) The One Responsible Officer of or one Person duly authorized by all requisite corporate actions by the Issuer shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized a Responsible Officer whose signature is on a Note was a Responsible Officer at the time of such execution but no longer holds that office or position at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At 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. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes which may be outstanding at any time under this Indenture is not limited in amount. The Trustee shall authenticate such Notes, which shall consist of (i) Initial Notes for original issue on the Closing Date in an aggregate principal amount not to exceed $800,000,000 and (ii) Additional Notes from time to time for issuance after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series of Notes executed by the Issuer Closing Date to the Indenture Trustee for authenticationextent otherwise permitted hereunder (including, together with one or more Issuer Orders for the authentication and delivery of such Noteswithout limitation, and the Indenture Trusteeunder Section 4.3 hereof), 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, each case upon receipt of an Issuer Order. Additional Notes will be treated the same as the Initial Notes for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Issuer Order shall specify the Depository against payment aggregate principal amount of Notes to be authenticated, the purchase price therefor. If specified in the related Indenture Supplement for any Series type of Notes, 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 Initial Notes or Additional Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall authenticate Book-Entry 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 -20- been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes that are issued upon original issuance thereof, upon has been duly authorized by the Issuer. Upon receipt of an Issuer Order, the Trustee shall authenticate Notes in substitution for Notes originally issued to a Clearing Agency, or its nominee as provided in Section 2.10 against payment reflect any name change of the purchase price thereof. (c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureIssuer. The Indenture Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent 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 agentAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: This is one denominations of the Notes $2,000 and integral multiples of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee$1,000 in excess thereof. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. One Officer shall sign the Notes for the Company by manual, facsimile or electronic (aincluding “pdf”) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinsignature. If an Authorized the Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. 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 Base Indenture, the Issuer may deliver Trustee shall, upon written request of the Company, authenticate and make available for delivery: (a) (i) 2029 Initial Notes for original issue on the Issue Date in an aggregate principal amount of $900,000,000 and (ii) 2033 Initial Notes for original issue on the Issue Date in an aggregate principal amount of $900,000,000 and (b) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, and (c) under the circumstances set forth in Section 2.06(d), Initial Notes of any particular Series series in the form of an unrestricted global Note of such series, in each case after receipt of: (i) a written order of the Company signed by one Officer (the “Company Order”) and (ii) an Opinion of Counsel, addressed to the Trustee, which in the case of (a) above shall be to the effect that this Indenture and the Notes of such series executed prior to or as of the Issue Date have been duly authorized, executed and delivered by the Issuer Company and the Guarantors and are enforceable against them, subject to customary enforceability exceptions, and that the Indenture Trustee for authentication, together with one or more Issuer Orders for issuance of the authentication and delivery Notes of such Notes, and series has been duly authorized. Such Company Order shall specify whether the Indenture Trustee, in accordance with Notes of such Issuer Order and this Base Indenture, shall authenticate and deliver such Notes. If specified series will be in the related Indenture Supplement for any Series form of Definitive Notes or Global 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 amount 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, authenticated and the only evidence, that date on which the Note has been duly original issue of Notes is to be authenticated under and whether the IndentureNotes are to be Initial Notes or Additional Notes. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. 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 term terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Indenture Trustee may is authorized to do so. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such agentthe Authenticating Agent. The Indenture Trustee’s certificate An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of authentication notices and demands. In case the Company or any Guarantor, pursuant to Article 4 or Section 10.02, as applicable, shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: This is one 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 Trustee pursuant to Article 4 or Section 10.02, as applicable, any of the Notes of a Series of Notes issued under any series authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes of its authentication by such series executed in the Indenture 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. (e) Notwithstanding , upon Company Order of the foregoingsuccessor Person, if shall authenticate and make available for delivery Notes of such series as specified in such order for the purpose of such exchange. If Notes of any Note series shall have been at any time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes of such series, such successor Person, at the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes option of the Indenture Holders of such Note series of Notes but without expense to them, shall be deemed never to have been provide for the exchange of all Notes of such series at the time outstanding for Notes authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturein such new name.

Execution and Authentication. (a) The Two Officers shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. . A Note shall not be valid until authenticated by the manual signature (bwhich may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Company may deliver Notes of any particular Series of Notes executed by the Issuer Company 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, Trustee shall authenticate and deliver such NotesNotes upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”). If specified in Such Authentication Order shall specify the related amount of Notes to be authenticated and the date on which the Notes are to be authenticated and whether the Notes are to be issued as one or more Global Notes and such other information as the Company may include or the Trustee may reasonably request. The aggregate Principal Amount of Notes that may be outstanding under this Indenture Supplement for any Series of Notesis unlimited; provided that upon initial issuance, the Indenture Trustee aggregate principal amount of Notes outstanding shall authenticate and deliver outside the United States the Global Note that is issued upon original issuance thereofnot exceed $[ ], 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 except as provided in Section 2.10 against payment 2.08. The Company, without the consent of the purchase price thereof. Holders of Notes, may issue additional Notes (cthe “Additional Notes”) No Note shall be entitled from time to any benefit time having identical terms and conditions as the Notes originally issued under this Indenture (the Indenture or be valid “Initial Notes”), except for any purpose unless there appears on such Note a certificate of authentication substantially difference in the form issue price and interest accrued prior to the issue date of such Additional Notes; provided that such Additional Notes are fungible with the Initial Notes for hereinUnited States federal income tax purposes. The Initial Notes and any Additional Notes shall constitute a single series of debt securities and, duly executed by in circumstances in which this Indenture provides for Holders of Notes to vote or take any action, the Indenture Trustee by the manual signature Holders of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, Initial Notes and the only evidence, that the Note has been duly authenticated under the IndentureHolders of any Additional Notes shall vote or take such action as a single class. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Notes shallmay be issued in two series, upon issue pursuant to a series of Initial Notes and a series of Exchange Notes. The aggregate principal amount of Notes outstanding at any time shall not exceed $200,000,000 except as provided in Section 2.2, 2.08 hereof. The Notes shall be executed on behalf of the Issuer by an Authorized Officer its Chief Executive Officer, President, Chief Operating Officer, Treasurer or any Vice President, and delivered shall be attested by the Issuer to the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery Issuer's Secretary or one 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 Trusteeits Assistant Secretaries, in accordance with such Issuer Order and this Base Indenture, each case by manual or facsimile signature. The Notes 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 be authenticated by manual signature of an Issuer Order, to the Depository against payment authorized signatory of the purchase price therefor. If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee and 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 not be valid for any purpose unless there appears so authenticated. In case any officer of the Issuer whose signature shall have been placed upon any of the Notes shall cease to be such officer of the Issuer before authentication of such Notes by the Trustee and the issuance and delivery thereof, such Notes may, nevertheless, be authenticated by the Trustee and issued and delivered with the same force and effect as though such Person had not ceased to be such an officer of the Issuer. (a) Initial Notes for original issue up to the aggregate principal amount not to exceed $200,000,000 outstanding at any given time, or (b) Exchange Notes for issue pursuant to a Registered Exchange Offer for Initial Notes in a principal amount equal to the principal amount of Initial Notes exchanged in such Registered Exchange Offer. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on such Note a certificate of authentication substantially which, in the form provided case of clause (a) above, the Initial Notes or, in the case of clause (b) above, the Exchange Notes, are to be authenticated and shall further provide instructions concerning registration, amounts for hereineach Holder and delivery. Upon the occurrence of any event specified in Section 2.07(c) hereof, duly the Issuer shall execute and the Trustee shall authenticate and make available for delivery to each beneficial owner identified by the Depositary, in exchange for such beneficial owner's interest in the Initial Global Note or Exchange Global Note, as the case may be, Initial Certificated Notes or Exchange Certificated Notes, as the case may be, representing Notes theretofore represented by the Initial Global Note or Exchange Global Note, as the case may be. A Note shall not be valid or entitled to any benefits under this Indenture or obligatory for any purpose unless executed by the Indenture Trustee Issuer and authenticated by the manual signature of a Responsible Officerone of the authorized signatories of the Trustee as provided herein. Such signatures on such certificate signature upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated and delivered under this Indenture and is entitled to the benefits of this Indenture. The Indenture Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent may authenticate the 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. The Indenture Trustee’s certificate of authentication shall be in substantially the following form: This is one Any authenticating agent of the Notes of a Series of Notes issued under Trustee shall have the within mentioned Indenturesame rights hereunder as any Registrar or Paying Agent. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to the Indenture Trustee for cancellation as provided in Section 2.14, 2.11 together with a written statement (which need not comply with Section 13.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the this Indenture.

Execution and Authentication. One Officer shall sign the Notes for the Company by manual, facsimile or electronic (aincluding “pdf”) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinsignature. If an Authorized the Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. 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 Base Indenture, the Issuer may deliver Trustee shall, upon written request of the Company, authenticate and make available for delivery: (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of any particular Series $400,000,000, (b) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (c) under the circumstances set forth in ‎Section 2.06(d), Initial Notes in the form of an Unrestricted Global Note, in each case after receipt of: (i) a written order of the Company signed by one Officer of the Company (the “Company Order”), and (ii) an Opinion of Counsel, addressed to the Trustee and the First Lien Notes Collateral Agent, which in the case of (a) above shall be to the effect that this Indenture, the Notes and the Collateral Documents executed prior to or as of the Issue Date (other than the ABL Intercreditor Agreement) have been duly authorized, executed and delivered by the Issuer to Company, the Indenture Trustee for authenticationGuarantors and the Grantors, together with one or more Issuer Orders for the authentication and delivery of such Notesas applicable, and are enforceable against them, subject to customary enforceability exceptions, and that the Indenture Trustee, in accordance with such Issuer issuance of the Notes has been duly authorized. Such Company Order and this Base Indenture, shall authenticate and deliver such Notes. If specified specify whether the Notes will be in the related Indenture Supplement for any Series form of Definitive Notes or Global 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 amount 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, authenticated and the only evidence, that date on which the Note has been duly original issue of Notes is to be authenticated under and whether the IndentureNotes are to be Initial Notes or Additional Notes. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. 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 term terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Indenture Trustee may is authorized to do so. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such agentthe Authenticating Agent. The Indenture Trustee’s certificate An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of authentication notices and demands. In case the Company or any Guarantor, pursuant to Article 4 or ‎Section 10.02 as applicable, shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: This is one 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 Trustee pursuant to Article 4, as applicable, any of the Notes of a Series of Notes issued under authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes executed in the name of its authentication by the Indenture 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. (e) Notwithstanding , upon Company Order of the foregoingsuccessor Person, if shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any Note shall have been time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this ‎Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturein such new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary for the Company and each Guarantor (a) The Notes each of whom shall, upon issue pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall attest to, the Issuer Securities for the Company and the Guarantees for the Guarantors by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note Security or a Guarantee was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Security, the Note Security shall nevertheless be valid. . A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclu- sive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate (bi) At any time Series A Fixed Rate Notes for original issue in the aggregate principal amount not to exceed $200,000,000, (ii) Series A Floating Rate Notes for original issue in the aggregate principal amount not to exceed $55,000,000 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 (iii) one or more Issuer Orders series of Fixed Rate Notes and one or more series of Floating Rate Notes for original issue after the Issue Date (such Notes to be substantially in the form of Exhibits A or A-1, as the case may be, or Exhibits B or B-1, as the case may be) in an aggregate principal amount not to exceed $100,000,000 (and if in the form of Exhibit A or A-1, as the case may be, the same principal amount of Securities in exchange therefor upon consummation of a registered exchange offer) in each case, upon written orders of the Company in the form of an Officers' Certificate. In each case, the Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated and the aggregate principal amount of Securities outstanding on the date of authentication whether the Securities are to be Series A Notes, Series B Notes or Securities issued under clause (iii) of the preceding sentence and delivery shall further specify the amount of such NotesSecurities to be issued as a Global Security or in certificated form. The aggregate principal amount of Securities outstanding at any time may not exceed $355,000,000, 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 except as provided in Section 2.10 against payment 2.07. Upon the written order of the purchase price thereof. (c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially Company in the form provided of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. Series B Notes may be issued only in exchange for herein, duly executed by the Indenture Trustee by the manual signature a like principal amount of a Responsible OfficerSeries A Notes pursuant to an Exchange Offer. Such signatures The principal and interest on such certificate Book-Entry Securities shall be conclusive evidencepayable to the Depository or its nominee, as the case may be, as the sole registered owner and the only evidence, that sole holder of the Note has been duly authenticated under the IndentureBook-Entry Securities represented thereby. The Indenture principal and interest on Securities in certificated form shall be payable at the office of the Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate NotesSecurities. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate Notes Securities 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 authenticat- ing agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Indenture Trustee’s certificate Securities shall be issuable only in registered form without coupons in denominations of authentication $1,000 and any integral multiple thereof. If the Securities are to be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that shall represent and shall be in substantially the following form: This is one minimum denominations of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee$1,000. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Trustee shall, upon issue a written order of the Company signed by two Officers of the Company or by an Officer and an Assistant Treasurer or an Assistant Secretary of the Company (an "Authentication Order"), authenticate (i) on the Issue Date, the Initial Notes in aggregate principal amount of $175.0 million, (ii) subject to the provisions of Section 2.15, at any time and from time to time thereafter, Additional Notes in an aggregate principal amount specified in such authentication order and (iii) subject to the provisions of Section 2.07(f), Exchange Notes issued in exchange for a like principal amount of Initial Notes or Additional Notes tendered pursuant to an Exchange Offer. Such authentication order shall specify (i) the amount of the Notes to be authenticated, (ii) the date on which the Notes are to be authenticated, (iii) whether the Notes are to be Initial Notes, Exchange Notes or Additional Notes and (iv) whether such Notes shall bear the Global Note Legend, the Regulation S Temporary Global Note Legend and/or the Private Placement Legend. Furthermore, Notes may be authenticated and delivered upon registration or transfer, or in lieu of, other Notes pursuant to Section 2.22.07, be executed on behalf 2.08, 2.11 or 9.05 or in connection with a Change of Control Offer pursuant to Section 4.16. An Officer of the Issuer Company shall sign the Notes for the Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note 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, . A Note 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 not be valid until an Issuer Order, to the Depository against payment authorized signatory of the purchase price thereforTrustee manually authenticates the Note. 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 The signature of the purchase price thereof. (c) No Trustee on a Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly and validly authenticated and issued under the this Indenture. The Indenture Trustee may appoint an authenticating agent (the "Authenticating Agent") acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent 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 agentAuthenticating Agent. The Indenture Trustee’s certificate of authentication shall be in substantially An Authenticating Agent has the following form: This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.Company

Execution and Authentication. (a) The At least two Officers must sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall will nevertheless be valid. . A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee will, upon receipt of a written order of the Company signed by two separate Officers (ban “Authentication Order”), authenticate Notes for original issue. The aggregate principal amount of the Notes that may be issued under this Indenture may not exceed the sum of (i) At [$750,000,000]3 (the “Initial Notes”) and (ii) the maximum principal amount of Notes (the “Additional Notes”) that may be issued pursuant to awards granted from time to time under the Management Incentive Plan, such maximum principal amount to be determined in accordance with the terms of the Management Incentive Plan as in effect on the Issue Date (exclusive of Notes issued pursuant to Section 2.07 (“Replacement Notes”)) provided that nothing in this sentence shall restrict (i) the payment of PIK Interest, (ii) the increasing of the principal amount of the Notes in connection with the payment of PIK Interest or (iii) the issuance of PIK Notes in accordance with the terms of this Indenture. In addition, at any time and from time to time after the execution and delivery of this Base Indenturetime, the Issuer may deliver Notes Trustee shall, upon receipt of any particular Series of Notes executed by the Issuer to the Indenture Trustee for authenticationan Authentication Order, 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 any PIK Notes for an aggregate principal amount specified in such Authentication Order for such PIK Notes issued hereunder. The Authentication Order delivered by the related Indenture Supplement for any Series Company to the Trustee in connection with a payment of NotesPIK Interest shall give effect to the provisions of, the Indenture inter alia, Section 2.01, 2.11, 2.14 and 4.01 of this Indenture. The Trustee shall authenticate and deliver outside any PIK Notes (or increases in the United States principal amount of any Notes) as a result of a payment of PIK Interest, for an aggregate principal amount specified in such Authentication Order for such PIK Notes (or increases in the Global Note that is principal amount of any Notes) issued upon or increased hereunder, for original issuance thereof, issue upon receipt of an Issuer Authentication Order, to the Depository against payment of the purchase price therefor. If specified in the related Indenture Supplement for any Series of The Initial Notes, any Additional Notes and any PIK Notes subsequently issued under this Indenture shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture Trustee shall authenticate Book-Entry include the Initial Notes and all Additional Notes and PIK Notes that are issued upon original issuance thereof, upon receipt and any increase in the principal amount of an Issuer Order, to any outstanding Notes (including Additional Notes and PIK Notes) as a Clearing Agency, or its nominee as provided in Section 2.10 against result of a payment of PIK Interest, and references to “principal amount” of the purchase price thereof. (c) No Note shall be entitled to Notes include any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially increase in the form provided for herein, duly executed by the Indenture Trustee by the manual signature principal amount of any outstanding Notes (including Additional Notes and PIK Notes) as a result of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indenturepayment of PIK Interest. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as the Trustee to deal with Holders or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Two Officers shall execute the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer Company by an Authorized Officer and delivered by either manual or facsimile signature. The Guarantors shall execute the Issuer to Guarantees in the Indenture Trustee for authentication and redelivery as provided herein. manner set forth in Article X. If an Authorized Officer a Person whose signature is on a Note as an Officer no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after valid nevertheless. A Note shall not be valid until the execution and delivery Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Base Indenture, . Each Note shall be dated the Issuer may deliver Notes date of any particular Series of Notes executed by the Issuer to the Indenture Trustee for its 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 The Trustee shall authenticate and deliver outside Initial Notes for original issue on the United States the Global Note that is issued upon original issuance thereofIssue Date in an aggregate principal amount not to exceed $200.0 million, upon receipt of an Issuer Order, to the Depository against payment of the purchase price thereforOfficer’s Certificate. If specified in the related Indenture Supplement for any Series of Notes, the Indenture The Trustee shall authenticate Book-Entry PIK Notes that are from time to time as required pursuant to Section 4.1(b). The Trustee shall authenticate Additional Notes other than PIK Notes (so long as the incurrence of additional Indebtedness is permitted by the terms of this Indenture) for original issue, upon a written order of the Company in the form of an Officer’s Certificate in an aggregate principal amount as specified in such order (other than as provided in Section 2.7). The Initial Notes and the PIK Notes issued from time to time in respect thereof or in respect of such PIK Notes shall be Series B Notes. Subject to the following sentence, any other Additional Notes issued hereunder shall, upon original issuance thereofissue, be Series A Notes, and any PIK Notes issued in respect thereof or in respect of such PIK Notes shall, upon original issue, be Series A Notes. In addition, on or prior to the date of consummation of a Registered Exchange Offer with respect to any Series A Notes issued hereunder, the Trustee or an authenticating agent shall authenticate Series B Notes to be issued at the time of consummation of such Registered Exchange Offer 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indenture’s Certificate. The Indenture aggregate principal amount of Notes outstanding at any time is unlimited. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term terms 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. Such authenticating agent shall have the same authenticating rights and duties as the Trustee in any dealings hereunder with the Company or with any Affiliate of the Company. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially registered form without coupons and only in denominations of $1,000 and any integral multiple thereof, subject to the following form: This is one payment of PIK Interest, in which case the aggregate principal amount of the Notes may be increased by, or PIK Notes may be issued in, an aggregate principal amount equal to the amount of a Series PIK Interest paid by the Company for the applicable period, rounded up the nearest whole dollar. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of Notes issued under one or more permanent global notes in registered form, substantially in the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASform set forth in Exhibit A-1 (“Global Security”), deposited with the Trustee, as Indenture Trustee By: Authorized Signatory (d) Each Note custodian for the Depository, and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be dated and issued as in the form of certificated notes in registered form set forth in Exhibit A-1 (“Offshore Physical Securities”). Each Additional Note is an additional obligation of the date of its authentication by Company and the Indenture Trustee. (e) Notwithstanding the foregoing, if any Note Guarantors and shall have been authenticated and delivered hereunder but never issued and sold by the Issuerbe governed by, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of, this Indenture and shall be subject to the terms of this Indenture (including the IndentureGuarantees), shall rank pari passu with and be subject to the same terms (including the rate of interest from time to time payable thereon) as all other Notes (except, as the case may be, with respect to the issuance date and aggregate principal amount), and shall have the benefit of any Liens securing Notes.

Execution and Authentication. (a) The Two Officers shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the for each Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. . A Note shall not be valid until authenticated by the manual signature (bwhich may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. At any time and from time to time after the execution and delivery of this Base Supplemental Indenture, the Issuer Issuers may deliver Notes of any particular Series of Notes executed by the Issuer Issuers 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 (i) Initial Notes for original issue in the United States aggregate principal amount of $1,000,000,000, (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Global Note that is issued upon original issuance thereofIssuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Additional Notes, in each case specified in clauses (i) through (iii) above, upon receipt of an Issuer Order, to the Depository against payment a written order of the purchase price thereforIssuers signed by an Officer of each Issuer (an “Authentication Order”). If specified Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether such Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request. The aggregate principal amount of Notes which may be authenticated and delivered under this Supplemental Indenture is unlimited. On the Issue Date, the Issuers will issue Initial Notes in $1,000,000,000 aggregate principal amount in the related Indenture Supplement for any Series form of one or more Rule 144A Global Notes and/or one or more Regulation S Global 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 2.01(c). Any Notes offered and sold in reliance on the purchase price thereof. (cexemption from registration under the Securities Act provided by Section 4(a)(2) No Note thereunder or Rule 144A shall be entitled to any benefit under the Indenture issued as one or be valid for any purpose unless there appears more Rule 144A Global Notes. Any Notes offered and sold in offshore transactions in reliance on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate Regulation S shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indentureissued as one or more Regulation S Global Notes. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Indenture Trustee may do so. Each reference in this Base Supplemental Indenture to authentication by the Indenture Trustee includes authentication by such agent. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeIssuers. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. An Officer (awhom shall have been duly authorized by all requisite corporate actions) The shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized 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 Note is authenticatedTrustee (or the Authenticating Agent) authenticates the Note, the Note shall nevertheless be valid. (b) At 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, or, as the case may be, an Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 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. The Trustee or the Authenticating Agent shall authenticate such Notes which shall consist of (i) Original Notes for original issue on the Issue Date in an aggregate principal amount not to exceed $200,000,000 and (ii) PIK Notes from time to time for issuance after the execution Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 (Incurrence of Indebtedness and delivery Issuance of Preferred Stock) hereof), in each case upon receipt by the Trustee and the Authenticating Agent of an Issuer Order in the form of an Officer’s Certificate. PIK Notes will be treated as the same series of Notes as the Original Notes for all purposes under this Base Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Issuer Order shall specify the Issuer may deliver Notes of any particular Series aggregate principal amount of Notes executed by to be authenticated, the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication series 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 type of Notes, 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 Original Notes, PIK Notes, whether the Notes are to be issued as Definitive Notes or Global Notes and whether or not the Notes shall bear the Legend, or such other information as the Trustee or the Authenticating Agent may reasonably request. In addition, such Issuer Order shall include (a) a statement that the Persons signing the Issuer Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Issuer Order and (ii) made such examination or investigation as is necessary to enable them to make such statements, (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Issuer Order are based and (c) that based upon (a) and (b) all conditions precedent relating to the Issuer Order have been complied with in accordance with Sections 13.2 (Certificate and Opinion as to Conditions Precedent) and 13.3 (Statements Required in Certificate or Opinion) hereof. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee and the Authenticating Agent shall authenticate be entitled to receive, and deliver outside shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the United States Trustee and the Global Note Authenticating Agent stating that is issued upon original 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 thereof, upon of such Notes has been duly authorized by the Issuer and constitute a legal valid binding obligation of the Issuer. Upon receipt of an Issuer Order, the Trustee or the Authenticating Agent shall authenticate Notes in substitution of Notes originally issued to the Depository against payment reflect any name change 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureIssuer. The Indenture Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent 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 agentAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Indenture Trustee’s certificate of authentication shall be in substantially Trustee hereby appoints the following form: This is one of Registrar as Authenticating Agent for the Notes of a Series of Notes issued under the within mentioned IndentureNotes. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, The Registrar accepts such appointment and the Issuer hereby confirms that it is acceptable for the purpose of this Section 2.2. The Notes shall deliver such Note to be issuable only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof, other than any increase in 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes principal amount of the Indenture such Note shall PIK Notes as a result of PIK Interest (or partial PIK Interest) which may be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits made in integral multiples of the Indenture$1.00.

Execution and Authentication. (a) The At least one Officer must sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the for each Issuer by an Authorized Officer manual, facsimile or other electronic signature. Typographic and other minor defects in any facsimile or electronic signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinTrustee. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall will 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 . The Initial 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 be signed on behalf of the purchase price thereforIssuers on the Issue Date. 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 A Note shall be entitled to any benefit under the Indenture or will not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee until authenticated by the manual signature of a Responsible Officerthe Trustee. Such signatures on such certificate shall signature will be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Trustee shall authenticate (i) Notes for original issue in an initial aggregate principal amount of $699,072,000, which amount shall be increased by the aggregate principal amount of Notes issued pursuant to the Exchange Offers (as defined in the Offering Memorandum) on the Final Settlement Date, if any, and (ii) subject to compliance with Section 4.09 hereof, one or more series of Additional Notes in an unlimited amount, in each case, upon receipt of a written order of the Issuers signed by one Officer of each Issuer (an “Authentication Order”), which Authentication Order shall, in the case of any issuance of Additional Notes, certify that such issuance is in compliance with Section 4.09, and shall include such additional certificates or opinions required by Section 13.03 hereof (except that no Opinion of Counsel shall be required pursuant to Section 13.03 hereof for authentication of the Initial Notes). In addition, each Authentication Order shall specify the amount of Initial Notes or Additional Notes to be authenticated, the date on which such Initial Notes or Additional Notes are to be authenticated, and shall further specify the amount of such Initial Notes or Additional Notes to be issued as Global Notes or Definitive Notes. All Notes (including Additional Notes) issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes (including Additional Notes) shall have the right to vote or consent as a separate class on any matter. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. The Trustee shall act as the initial authenticating agent. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series of Notes issued under the within mentioned IndentureIssuer. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture The Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated the right to decline to authenticate and delivered hereunder but never issued and sold deliver any Notes under this Section 2.02 if the Trustee, being advised by the Issuercounsel, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating determines that such Note has never been issued and sold by action may not lawfully be taken or that such action would expose the Issuer, for all purposes of the Indenture such Note shall be deemed never Trustee to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturepersonal liability.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf An Officer of the Issuer Company shall sign the Notes for the Company by an Authorized manual or facsimile signature and the Notes shall be attested to by another Officer and delivered by of the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinCompany. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after . Each Guarantor shall execute a Guarantee in the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series of Notes executed manner set forth in Section 10.7. A Note shall not be valid until authenticated 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 signature of the purchase price thereforTrustee. 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual The signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Indenture Trustee, upon a written order of the Company signed by two Officers of the Company (an “Authentication Order”), together with the other documents required by Sections 13.4 and 13.5, shall authenticate (i) the Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $80.0 million and (ii) subsequent to the Issue Date and subject to Section 4.9, Additional Notes. The Trustee, upon written order of the Company signed by two Officers of the Company, together with the other documents required by Sections 13.4 and 13.5, shall authenticate Exchange Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes of a like aggregate principal amount in accordance with the Registration Exchange Offer or an exchange offer specified in any registration rights agreement relating to Additional Notes or in connection with one or more registered public offerings of Additional Notes. Such written order of the Company shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Any Additional Notes and Exchange Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Net Proceeds Offers. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with the Company or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Notes shallmay be ---------------------------- issued in two series, upon issue pursuant to a series of Initial Notes and a series of Exchange Notes. The aggregate principal amount of Notes outstanding at any time shall not exceed $100,000,000 except as provided in Section 2.2, 2.07 hereof. The Notes shall be executed on behalf of the Issuer Company by an Authorized Officer its Chief Executive Officer, President, Chief Operating Officer, Treasurer or any Vice President, under its corporate seal reproduced or imprinted on the Notes by facsimile or otherwise, and delivered shall be attested by the Issuer to the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery Company's Secretary or one 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 Trusteeits Assistant Secretaries, in accordance with such Issuer Order and this Base Indenture, each case by manual or facsimile signature. The Notes 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 be authenticated by manual signature of an Issuer Order, to the Depository against payment authorized signatory of the purchase price therefor. If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee and 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 not be valid for any purpose unless there appears so authenticated. In case any officer of the Company whose signature shall have been placed upon any of the Notes shall cease to be such officer of the Company before authentication of such Notes by the Trustee and the issuance and delivery thereof, such Notes may, nevertheless, be authenticated by the Trustee and issued and delivered with the same force and effect as though such Person had not ceased to be such officer of the Company. The Trustee shall, upon receipt of a Company Order requesting such action, authenticate (a) Initial Notes for original issue up to the aggregate principal amount not to exceed $100,000,000 outstanding at any given time, or (b) Exchange Notes for issue pursuant to a Registered Exchange Offer for Initial Notes in a principal amount equal to the principal amount of Initial Notes exchanged in such Registered Exchange Offer. Such Company Order shall specify the amount of Notes to be authenticated and the date on such Note a certificate of authentication substantially which, in the form provided case of clause (a) above, the Initial Notes or, in the case of clause (b) above, the Exchange Notes, are to be authenticated and shall further provide instructions concerning registration, amounts for hereineach Holder and delivery. Upon the occurrence of any event specified in Section 2.06(c) hereof, duly the Company shall execute and the Trustee shall authenticate and make available for delivery to each beneficial owner identified by the Depositary, in exchange for such beneficial owner's interest in the Initial Global Note or Exchange Global Note, as the case may be, Initial Certificated Notes or Exchange Certificated Notes, as the case may be, representing Notes theretofore represented by the Initial Global Note or Exchange Global Note, as the case may be. A Note shall not be valid or entitled to any benefits under this Indenture or obligatory for any purpose unless executed by the Indenture Trustee Company and authenticated by the manual signature of a Responsible Officerone of the authorized signatories of the Trustee as provided herein. Such signatures on such certificate signature upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated and delivered under this Indenture and is entitled to the benefits of this Indenture. The Indenture Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent may authenticate the 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. The Indenture Trustee’s certificate of authentication shall be in substantially the following form: This is one Any authenticating agent of the Notes of a Series of Notes issued under Trustee shall have the within mentioned Indenturesame rights hereunder as any Registrar or Paying Agent. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 IssuerCompany, and the Issuer Company shall deliver such Note to the Indenture Trustee for cancellation as provided in Section 2.14, 2.10 together with a written statement (which need not comply with Section 13.2 1.04 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the IssuerCompany, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the this Indenture.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, be executed Two Officers of the Company shall sign the Securities on behalf of the Issuer by an Authorized Company, and one Officer and delivered by of each Subsidiary Guarantor shall sign the Issuer notation on the Securities relating to the Indenture Trustee for authentication and redelivery as provided hereinGuarantee of such Subsidiary Guarantor on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Authorized Officer of the Company or any Subsidiary Guarantor whose signature is on a Note Security no longer holds that office at the time the Note such Security is authenticated, such Security shall be valid nevertheless. A Security shall not be valid until the Note Trustee or an authenticating agent manually signs the certificate of authentication on the Security. The signature shall nevertheless be valid. (b) At conclusive evidence that the Security has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate Securities for original issue in the aggregate principal amount of $500,000,000 upon a written order of the Company signed by two Officers of the Company. The aggregate principal amount of Senior Notes outstanding at any time may not exceed $500,000,000. Series B Notes may be issued only in exchange for a like principal amount of Series A Notes pursuant to an Exchange Offer. The principal 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 interest on Book-Entry Notes that are issued upon original issuance thereof, upon receipt of an Issuer Order, Securities shall be payable to a Clearing Agency, the Depositary or its nominee nominee, as provided in Section 2.10 against payment the case may be, as the sole registered owner and the sole holder of the purchase price thereof. (c) No Note Book-Entry Securities represented thereby. The principal and interest on Securities in certificated form shall be entitled to any benefit under payable at the Indenture or be valid for any purpose unless there appears on such Note a certificate office of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndenturePaying Agent. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate NotesSecurities. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes Securities whenever the Indenture Trustee may do soso except on original issuance. Each reference in this Base Indenture The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof. If the Securities are to authentication by be issued in the Indenture form of one or more Global Securities, then the Company shall execute and the Trustee includes authentication by such agent. The Indenture Trustee’s certificate of authentication shall authenticate and deliver one or more Global Securities that shall represent and shall be in substantially the following form: This is one minimum denominations of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee$1,000. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The An authorized member of the Issuer’s Board of Directors or an Officer of the Issuer shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual, electronic or facsimile signature. If an Authorized authorized member of the Issuer’s Board of Directors or an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee (or its authenticating agent) authenticates the Note, 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 valid nevertheless. A Note shall not be valid 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 obligatory for any Series purpose until an authorized signatory of Notes, the Indenture Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall authenticate and deliver outside be conclusive evidence that the United States the Global Note that is issued upon original issuance thereofhas been authenticated under this Indenture. The Issuer shall execute and, 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 (whether itself or via the authenticating agent), which such authentication shall be by manual signature (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $360,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of this Indenture, including Section 4.06 and Section 4.07. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, from time to time; provided, however, that any Additional Notes may not have the same CUSIP or other identification number (or be represented by the same Global Note or Global Notes) as the Original Notes unless either (1) the Additional Notes are treated as part of the same issue for U.S. federal income tax purposes or (2) both the Notes and the additional Notes are issued upon with no (or less than a de minimis amount of) 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 issue discount for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureU.S. federal income tax purposes. The Indenture Issuer will issue Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the term terms of such appointment, an any such 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 any such agent. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Notes of a Series of Notes issued under the within mentioned IndentureIssuer. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture The Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated the right to decline to authenticate and delivered hereunder but never issued and sold deliver any Notes under this Section 2.02 if the Trustee, being advised by the Issuercounsel, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating determines that such Note has never been issued and sold by action may not lawfully be taken or if the Issuer, for all purposes of Trustee in good faith shall determine that such action would expose the Indenture such Note shall be deemed never Trustee to have been authenticated and delivered hereunder and shall not be entitled personal liability to the benefits of the Indentureexisting Holders.

Execution and Authentication. (a) The One Officer shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized 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 Note is authenticated, Trustee authenticates 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 Notes shall be valid nevertheless. The 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 rely on such signature as authentic and shall be under no obligation to make any benefit under the Indenture or investigation in relation thereto. A Note shall not be valid for any purpose unless there appears on such Note a until an authorized signatory of the Trustee manually signs the certificate of authentication substantially in on the form provided for herein, duly executed by the Indenture Trustee by the manual Note. The signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. 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. The Trustee shall authenticate such Notes which shall consist of (i) Original Notes for original issue on the Issue Date in an aggregate principal amount not to exceed €150,000,000 and (ii) 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), in each case upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate. Additional Notes will be treated as the same series of Notes as the Original Notes for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be 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 Original Notes or Additional Notes, whether the Notes 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 Subsidiary Guarantors. Upon receipt of a Company Order, 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. Unless limited by otherwise provided in the term of such appointment, an authenticating agent 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 agentAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: This is one denominations of the Notes €50,000 and any integral multiple of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee€1,000 in excess thereof. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The An Officer shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note 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 A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee until authenticated by the manual signature of a Responsible Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an "AUTHENTICATION ORDER") authenticate (i) Initial Notes for original issue on the Issue Date in aggregate principal amount not to exceed $20,000,000 (except as provided in Section 2.07 hereof) in one or more series, (ii) Additional Notes issued from time to time to pay interest pursuant to paragraph 1 of the Notes and (iii) Unrestricted Notes from time to time only in exchange therefor, in each case upon a written order of the Company in the form of an Officer's Certificate. Each such written order shall specify the amount of Notes to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and such other information as the Trustee shall reasonably request. The Authentication Order shall be based upon a Board Resolution of the Company to similar effect filed with the Trustee and shall specify the amount of such Notes to be authenticated and the date on which the original issue of such Notes is to be authenticated. The Authentication Order shall also provide instructions concerning registration, amounts for each Holder and delivery. The aggregate principal amount of Notes outstanding at any time may not exceed $20,000,000 except as provided in Section 2.07 hereof and except as provided in clause (ii) of the immediately preceding paragraph. The Notes shall be issued only in fully registered form, without coupons and only in denominations of $1,000 and any integral multiple thereof, except that Additional Notes, Exchange Notes and Notes issued upon transfer, exchange or replacement may be issued in other denominations. All Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. One Officer shall sign the Notes for the Company by manual, facsimile or electronic (aincluding “pdf”) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinsignature. If an Authorized the Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. 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 Base Indenture, the Issuer may deliver Trustee shall, upon written request of the Company, authenticate and make available for delivery: (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of any particular Series $750,000,000, (b) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (c) Exchange Notes in exchange for a like principal amount of Initial Notes or Additional Notes after the effectiveness of an Exchange Offer Registration Statement and consummation of the Exchange Offer thereunder and (d) under the circumstances set forth in Section 2.06(d), Initial Notes in the form of an Unrestricted Global Note, in each case after receipt of: (i) a written order of the Company signed by one Officer of the Company (the “Company Order”) and (ii) an Opinion of Counsel, addressed to the Trustee, which in the case of (a) above shall be to the effect that this Indenture and the Notes executed prior to or as of the Issue Date have been duly authorized, executed and delivered by the Issuer Company and the Guarantors and are enforceable against them, subject to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Notescustomary enforceability exceptions, and that the Indenture Trustee, in accordance with such Issuer issuance of the Notes has been duly authorized. Such Company Order and this Base Indenture, shall authenticate and deliver such Notes. If specified specify whether the Notes will be in the related Indenture Supplement for any Series form of Definitive Notes or Global 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 amount of the purchase price therefor. If specified in Notes to be authenticated and the related Indenture Supplement for any Series date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, the Indenture Trustee shall authenticate Book-Entry Additional 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureExchange Notes. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. 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 term terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Indenture Trustee may is authorized to do so. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such agentthe Authenticating Agent. The Indenture Trustee’s certificate An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of authentication notices and demands. In case the Company or any Guarantor, pursuant to Article 4 or Section 10.02 as applicable, shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: This is one 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 Trustee pursuant to Article 4, as applicable, any of the Notes of a Series of Notes issued under authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes executed in the name of its authentication by the Indenture 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. (e) Notwithstanding , upon Company Order of the foregoingsuccessor Person, if shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any Note shall have been time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturein such new name.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, shall be executed on behalf of the Issuer Company by an Authorized Officer and delivered by its Chief Executive Officer, Chief Financial Officer, President, any Vice President, Treasurer or Assistant Treasurer. The signature of any of these officers on the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinNotes may be manual or facsimile. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note 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 Company may deliver Notes of any particular Series of Notes executed by the Issuer Company 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 (1) Initial Notes for original issue in the United States aggregate principal amount not to exceed $275,000,000 and (2) additional Notes (“Additional Notes”) from time to time for original issue in aggregate principal amounts specified by the Global Note that is issued Company, in each case specified in clauses (1) through (2) above, upon original issuance thereofa written order of the Company in the form of an Officer’s Certificate (an “Authentication Order”), and in the case of clause (2), upon receipt by the Trustee of an Issuer Order, to Opinion of Counsel confirming that the Depository against payment Holders of the purchase price therefor. If specified outstanding Notes shall be subject to Federal income tax in the related Indenture Supplement for any Series same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued and that the issuance of such Additional Notes complies with the terms of this Indenture. Such Officer’s Certificates 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 Initial Notes or Additional Notes, that, in the case of Additional Notes, the Indenture Trustee shall authenticate Book-Entry issuance of such Notes that does not contravene any provision of Article Four of this Indenture, whether the Notes are to be issued upon original issuance thereofas one or more Global Notes or Certificated Notes, upon receipt of an Issuer Order, to a Clearing Agency, the name or its nominee as provided in Section 2.10 against payment names of the purchase price thereof. (c) initial Holder or Holders and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly herein executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under the Indentureand delivered hereunder. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 IssuerCompany, and the Issuer Company shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer2.12, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not never be entitled to the benefits of the this Indenture. The Notes shall be issuable only in fully registered form without coupons in denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. (a) The Subordinated Notes shall, upon issue pursuant to Section 2.2, will be executed on behalf of the Issuer Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer and delivered by on the Issuer to Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note no longer holds that office manual or facsimile signatures of individuals who were at the time of execution Authorized Officers of the Note is authenticatedCompany will, 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 authenticationfullest extent permitted by law, together with one bind the Company, notwithstanding that such individuals or more Issuer Orders for any of them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such offices at the date of such Subordinated Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall . The Trustee or an Authenticating Agent will authenticate and deliver such Notesthe Initial Notes for original issue in an initial aggregate principal amount of up to $75,000,000 upon one or more Company Orders and an Opinion of Counsel. If specified in the related Indenture Supplement for any Series of NotesIn addition, the Indenture Trustee shall or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver outside any Exchange Notes for an initial aggregate principal amount not to exceed $75,000,000 specified in such Company Order for Exchange Notes issued hereunder. The aggregate principal amount of the United States Outstanding Subordinated Notes to be issued hereunder may be increased at any time hereafter and the Global Note series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date hereof and any such additional Subordinated Notes that may be issued hereafter shall be part of the same series of Subordinated Notes for all purposes under this Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under this Indenture, including with respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes will be issued only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is issued upon original issuance thereof, upon receipt of an Issuer Order, not reasonably acceptable to the Depository against payment of Trustee or if the purchase price thereforTrustee, being advised by counsel, determines that such action may not lawfully be taken. 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 Subordinated Note shall will be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein, duly herein executed by or on behalf of the Indenture Trustee or by the Authenticating Agent by the manual signature of a Responsible Officerone of its authorized signatories. Such signatures on such certificate shall upon any Subordinated Note will be conclusive evidence, and the only evidence, that the such Subordinated Note has been duly authenticated under the Indenture. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturehereunder.

Execution and Authentication. Two Officers shall sign, or ---------------------------- one Officer shall sign and one Officer or an Assistant Secretary (a) The Notes each of whom shall, upon issue pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall attest to, the Issuer Notes for the Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized 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 Note is authenticatedTrustee authenticates the Note, 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, valid nevertheless. A Note 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 not be valid until an Issuer Order, to the Depository against payment authorized signatory of the purchase price therefor. If specified in Trustee manually signs 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 for any purpose unless there appears on such Note a certificate of authentication substantially in on the form provided for herein, duly executed by the Indenture Trustee by the manual Note. The signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes which may be outstanding at any time under this Indenture, is (Euro) 100,000,000, excluding Secondary Notes. The Trustee shall authenticate an aggregate principal amount of Notes not to exceed (Euro)100,000,000 for issuance, which shall consist of (i) Original Notes for original issue on the Closing Date in the aggregate principal amount not to exceed (Euro) 25,000,000.00 and (ii) Additional Notes from time to time for issue in an aggregate principal amount not to exceed (Euro)75,000,000.00, which may be issued by the Company after the Closing Date. Additional Notes and Secondary Notes will be treated as the same series of Notes as the Original Notes for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. The Officers' Certificate shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, the issue price, whether the Notes are to be Original Notes or Additional Notes, whether the Notes 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 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 stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. Upon receipt of a Company Order, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent ("Authenticating Agent") -------------------- reasonably acceptable to the Issuer Company to authenticate Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent 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 agentAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Indenture Trustee’s certificate of authentication Notes (including the Secondary Notes) shall be issuable only in substantially denominations of (Euro)1.00 principal amount and any integral multiple thereof, provided, however, that Notes (including Secondary Notes) will not be issued in denominations of less than (Euro)1.00. No payments, in cash or otherwise, will be made in respect of any fractional denomination amounts to which Holders would otherwise be entitled (including, without limitation, in respect of interest paid in the following form: This is one form of Secondary Notes); provided, however, that a Holder's entitlement to such Secondary Notes in denominations of (Euro)1.00 or integral multiples thereof shall be calculated on the basis of the Notes of a Series aggregate principal amount of Notes issued under registered in such Holder's name on the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trusteerelevant Record Date. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. An Officer (awhom shall have been duly authorized by all requisite corporate actions) The shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized 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 Note is authenticatedTrustee (or the Authenticating Agent) authenticates the Note, the Note shall nevertheless be valid. (b) At 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, or, as the case may be, an Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 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. The Trustee or the Authenticating Agent shall authenticate such Notes which shall consist of (i) Original Notes for original issue on the Issue Date in an aggregate principal amount not to exceed $200,000,000 and (ii) PIK Notes from time to time for issuance after the execution Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 (Incurrence of Indebtedness and delivery Issuance of Preferred Stock) hereof), in each case upon receipt by the Trustee and the Authenticating Agent of an Issuer Order in the form of an Officer’s Certificate. PIK Notes will be treated as the same series of Notes as the Original Notes for all purposes under this Base Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Issuer Order shall specify the Issuer may deliver Notes of any particular Series aggregate principal amount of Notes executed by to be authenticated, the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication series 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 type of Notes, 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 Original Notes, PIK Notes, whether the Notes are to be issued as Definitive Notes or Global Notes and whether or not the Notes shall bear the Legend, or such other information as the Trustee or the Authenticating Agent may reasonably request. In addition, such Issuer Order shall include (a) a statement that the Persons signing the Issuer Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Issuer Order and (ii) made such examination or investigation as is necessary to enable them to make such statements, (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Issuer Order are based and (c) that based upon (a) and (b) all conditions precedent relating to the Issuer Order have been complied with in accordance with Sections 13.2 (Certificate and Opinion as to Conditions Precedent) and 13.3 (Statements Required in Certificate or Opinion) hereof. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee and the Authenticating Agent shall authenticate be entitled to receive, and deliver outside shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the United States Trustee and the Global Note Authenticating Agent stating that is issued upon original 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 thereof, upon of such Notes has been duly authorized by the Issuer and constitute a legal valid binding obligation of the Issuer. Upon receipt of an Issuer Order, the Trustee or the Authenticating Agent shall authenticate Notes in substitution of Notes originally issued to the Depository against payment reflect any name change 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureIssuer. The Indenture Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent 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 agentAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Indenture Trustee’s certificate of authentication shall be in substantially Trustee hereby appoints the following form: This is one of Registrar as Authenticating Agent for the Notes of a Series of Notes issued under the within mentioned IndentureNotes. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, The Registrar accepts such appointment and the Issuer hereby confirms that it is acceptable for the purpose of this Section 2.2. The Notes shall deliver such Note to be issuable only in denominations of $2,000 and any integral multiple of $1.00 in excess thereof, other than any increase in 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes principal amount of the Indenture such Note shall PIK Notes as a result of PIK Interest (or partial PIK Interest) which may be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits made in integral multiples of the Indenture$1.00.

Execution and Authentication. (a) The One Responsible Officer of each Issuer shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the for each Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual, facsimile or pdf signature. If an Authorized the Responsible Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. The Trustee will, upon receipt of a written order of the Parent Issuer signed by one Responsible Officer of the Parent Issuer (b) At any time and from time to time after an “Issuer Order”), authenticate Notes for original issue that may be validly issued under this Indenture. On the execution and delivery of this Base IndentureClosing Date, 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 thereofshall, upon receipt of an Issuer Order, authenticate and deliver Notes in an aggregate principal amount of $400,000,000. Notwithstanding anything to the Depository against payment contrary in this Indenture or any other Notes Document, the aggregate principal amount 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 may be issued, authenticated and delivered under this Indenture may not exceed $400,000,000 (provided that nothing in this sentence will restrict the making of PIK Payments or the issuance thereof, upon receipt of an Issuer Order, any Notes pursuant to a Clearing Agency, Sections 2.06 or its nominee as 2.07; provided further that in Section 2.10 against payment no event shall the aggregate principal amount of the purchase price thereof. Notes outstanding at any time under this Indenture exceed $400,000,000 (c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate exclusive of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndenturePIK Payments)). The immediately preceding sentence is referred to in this Indenture as the “Closed Indenture Provision”. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Parent Issuer to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent any such 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 agentthe Authenticating Agent. The Indenture Trustee’s certificate An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated notices and issued as of the date of its authentication by the Indenture Trusteedemands. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The aggregate principal amount of Initial Notes shallthat may be authenticated and delivered under this Indenture on the Issue Date is $125,000,000, upon and the aggregate amount of Additional Notes that may be authenticated and delivered under this Indenture is unlimited (so long as not otherwise prohibited by the terms of this Indenture, including Section 7.13 hereof). The Company may issue pursuant Additional Notes from time to time, which Additional Notes shall be authenticated and delivered under this Indenture shall be determined in accordance with Section 2.2, be executed on behalf 2.10. (b) Two Officers shall sign the Notes for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of the Issuer by an Authorized Officer any Note that has been authenticated and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided herein. Trustee. (c) If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (bd) 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, A Note 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 not be valid until an Issuer Order, to the Depository against payment authorized signatory of the purchase price therefor. If specified in Trustee by manual signature signs 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 for any purpose unless there appears on such Note a certificate of authentication substantially in on the form provided for herein, duly executed by the Indenture Trustee by the manual Note. The signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Indenture. (e) The Trustee shall authenticate and make available on the IndentureIssue Date for delivery Initial Notes for original issue in the aggregate principal amount of $125,000,000 upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). The Indenture Company Order shall specify the amount of Initial Notes to be authenticated, shall provide that all such Notes will be represented by a Global Note and the date on which each the Initial Notes are to be authenticated. In addition, at any time, from time to time, the Trustee shall upon receipt of a Company Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Company Order for such Additional Notes issued hereunder. (f) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Indenture Trustee’s certificate of authentication An authenticating agent shall be in substantially have the following form: This is one same rights as an Agent to deal with the Company or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany. (eg) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note The Notes shall be deemed never to have been authenticated initially issuable only in book-entry registered form without coupons and delivered hereunder only in denominations of $1,000 principal amount and shall not be entitled to the benefits of the Indentureany integral multiple thereof.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, shall be executed on behalf of the Issuer Company by two Officers of the Company or an Authorized Officer and delivered by an Assistant Secretary of the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinCompany. Such signature may be either manual or facsimile. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, 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 Notesvalid nevertheless. 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 A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a until the Trustee manually signs the certificate of authentication substantially in on the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible OfficerNote. Such signatures on such certificate signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Indenture Trustee or an authenticating agent shall authenticate Notes for original issue in the aggregate principal amount not to exceed $160,000,000 upon a Company Request in one or more series, provided that the aggregate principal amount of Notes on the Issue Date shall not exceed $110,000,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. Upon receipt of the Company Request, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed $160,000,000 for issuance in exchange for all Notes previously issued pursuant to an exchange offer registered under the Securities Act (a "Registered Exchange") or pursuant to a Private Exchange (as defined in the Registration Rights Agreement), provided that the aggregate principal amount of Exchange Notes in exchange for the Notes originally issued on the Issue Date shall not exceed $110,000,000. Exchange Notes (as defined in the Registration Rights Agreement) may have such distinctive series designation and "CUSIP" numbers as and such changes in the form thereof as are specified in the Company Request referred to in the preceding sentence. Exchange Notes issued pursuant to a Registered Exchange shall not bear the Private Placement Legend. The Notes shall be issuable only in registered form with out coupons and only in denominations of $1,000 and integral multiples thereof. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited Any such appointment shall be evidenced by an instrument signed by an authorized officer of the term Trustee, a copy of such appointment, an which shall be furnished to the Company. 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one of same right as an Agent to deal with the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany or an Affiliate. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Two Officers shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $500 million of 7.50% Senior Subordinated Notes due 2021 and, at any time and from time to time after the execution and delivery of this Base Indenturethereafter, 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 Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the United States Company signed by two Officers or by an Officer and an Assistant Secretary of the Global Note that Company (each an “Authentication Order”). Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is issued upon original issuance thereofto be authenticated, upon receipt whether the Notes are to be Initial Notes, Additional Notes, Exchange Notes or Private Exchange Notes or such other information as the Trustee shall reasonably request and, in the case of an Issuer Orderissuance of Additional Notes pursuant to Section 2.14 after the Issue Date, to the Depository against payment of the purchase price thereforshall certify that such issuance is in compliance with Section 4.09. If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee shall authenticate Book-Entry The 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 for any purpose unless there appears on such Note a certificate issued only in registered form, without coupons and only in denominations of authentication substantially $2,000 and integral multiples of $1,000 in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indentureexcess thereof. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms 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. The An authenticating agent has the same 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 Trustee’s certificate of authentication in relation to such Notes, the Trustee shall receive, and shall be fully protected in substantially relying upon: (a) A copy of the following form: This is one 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 Assistant Secretary of a Series the Company, to have been duly adopted by the Board of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall Directors and to be dated in full force and issued effect as of the date of its authentication such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Indenture Trustee.Board of Directors, such Officers’ Certificate; (eb) Notwithstanding the foregoingan executed supplemental indenture, if any Note shall have been authenticated and any; (c) an Officers’ Certificate delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Indenture Trustee for cancellation as provided in Section 2.14, together with a written statement (which need not comply accordance with Section 13.2 and need not be accompanied by 13.05 hereof; and (d) an Opinion of Counsel) stating Counsel which shall state that such Note has never the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and sold by authenticated in accordance with the Issuer, for all purposes terms of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder by the Trustee, will be the legally valid and shall not be entitled to the benefits binding obligations of the IndentureCompany, enforceable against the Company in accordance with their terms, subject to any conditions and qualifications specified in such Opinion of Counsel.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf One authorized signatory of each of the Issuers, who have been authorized by all requisite corporate actions, shall sign the Notes for the applicable Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer Officer, member of the Board of Directors or authorized signatory of the applicable Issuer whose signature is on a Note was an Officer, member of such Board of Directors or authorized signatory at the time of such execution but no longer holds that office or position at the time the a Note is authenticated, the Note shall nevertheless be valid. (b) At valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes which may be outstanding at any time and from time to time after the execution and delivery of under this Base Indenture, the Issuer may deliver Notes of any particular Series of Notes executed by the Issuer to the Indenture is not limited in amount. The 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 thereofshall, upon receipt of an Issuer Order, authenticate (i) (x) the Original U.S. Dollar Notes for original issue on the Issue Date in an aggregate principal amount of $500 million and (y) the Original Sterling Notes for original issue on the Issue Date in an aggregate principal amount of £470 million and (ii) Additional Notes from time to time for issuance after the Issue Date to the Depository against payment extent permitted hereunder and subject to the terms of this Indenture. The Notes and any Additional Notes subsequently issued will be treated as the same series of Notes as the relevant Original Notes for all purposes under this Indenture, including for purposes of waivers, amendments, redemptions and offers to purchase; provided, however, Additional Notes will not be consolidated and form a single series with the outstanding Notes of the purchase price thereforrelevant series unless such Additional Notes are fungible with the relevant outstanding Notes of that series for U.S. federal income tax purposes. If specified in Such Issuer Order shall specify the related Indenture Supplement for any Series aggregate principal amount of Notes to be authenticated, the series and type of Notes, the Indenture 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 Original Notes or Additional Notes, whether the Notes 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 shall authenticate Book-Entry Notes that are issued upon original issuance thereof, upon may reasonably request. Upon receipt of an Issuer Order, the Trustee shall authenticate Notes in substitution of Notes originally issued to a Clearing Agency, or its nominee as provided in Section 2.10 against payment reflect any name change of the purchase price thereof. (c) No Note Issuers. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to any benefit under the Indenture or receive, and shall be valid for any purpose unless there appears on such Note a certificate fully protected in relying upon, an Opinion of authentication substantially in Counsel stating that the form provided for herein, duly executed by and terms thereof have been established in conformity with the Indenture Trustee by the manual signature provisions of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the this Indenture. The Indenture Trustee may appoint an authenticating agent (“Authenticating Agent”) acceptable to the Issuer Issuers to authenticate Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent 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 agentAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Indenture Trustee’s certificate Dollar Notes will be issued in minimum denominations of authentication shall be $200,000 and integral multiples of $1,000 in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, excess thereof and the Issuer shall deliver such Note to the Indenture Trustee for cancellation as provided Sterling Notes will be issued in Section 2.14, together with a written statement (which need not comply with Section 13.2 minimum denominations of £100,000 and need not be accompanied by an Opinion integral multiples of Counsel) stating that such 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 be entitled to the benefits of the Indenture£1,000 in excess thereof.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, shall be executed on behalf of the Issuer by an Authorized Officer and delivered by two Officers of the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinIssuer. Such signatures may be either manual or facsimile. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, 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, valid nevertheless. A Note 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 not be valid until an Issuer Order, to the Depository against payment authorized signatory of the purchase price therefor. If specified in Trustee signs 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 for any purpose unless there appears on such Note a certificate of authentication substantially in on the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible OfficerNote. Such signatures on such certificate signature shall be manual. Such signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Trustee or an authentication agent (the “Authenticating Agent”) shall authenticate (i) Initial Notes for original issue on the date of this Indenture in the aggregate principal amount not to exceed $400,000,000 and (ii) additional Notes (“Additional Notes”) for original issue following the date of this Indenture (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.10 hereof). The written order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and shall further specify the amount of such Notes to be issued as a Global Note or Certificated Notes. 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 acceptable to the Issuer Authenticating Agent to authenticate Notes. Unless limited Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the term of such appointment, an authenticating agent Issuer. 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 agentAuthenticating Agent. An Authenticating Agent has the same right as an Agent to deal with the Issuer and Affiliates of the Issuer. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: This is one registered form without coupons and only in denominations of the Notes $2,000 and integral multiples of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee$1,000 in excess thereof. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Notes shall, upon issue shall be executed by an Officer or any authorized signatory as identified in an Officers' Certificate (pursuant to Section 2.2, a power of attorney or other similar instrument). The signature of any such Officer (or authorized signatory) on the Notes shall be executed by manual or facsimile signature in the name and on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinCompany. If an Authorized any Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee or authenticating agent authenticates the Note, 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 Notesvalid nevertheless. 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 A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a until the Trustee or authenticating agent manually signs the certificate of authentication substantially in on the form provided for herein, duly executed by the Indenture Trustee by the manual Note. The signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Notes shall be dated the date of their authentication. Subject to the provisions of Section 2.07, the Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $200,000,000 in one or more series, (ii) Private Exchange Notes from time to time only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time only (x) in exchange for a like principal amount of Initial Notes or (y) in an aggregate principal amount of not more than the excess of $275,000,000 over the sum of the aggregate principal amount of (A) Initial Notes then outstanding, (B) Private Exchange Notes then outstanding and (C) Unrestricted Notes issued in accordance with (iii)(x) above, in each case upon a written order of the Company in the form of an Officers' Certificate of the Company. Each 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 Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Indenture subsequent to the Issue Date pursuant to clauses (i) and (iii) of the first sentence of the immediately preceding paragraph, the Company shall use its reasonable efforts to obtain the same "CUSIP", "ISIN" and "Common Code" numbers for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of Notes issued under this Indenture subsequent to the Issue Date is determined, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Issuer Company to authenticate Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent 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 agentAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: This is one registered form without coupons and only in integral multiples of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Indenture Trusteeany integral multiple thereof. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf An authorized member of the Issuer Board of Directors or executive officer of OPTI shall sign the Notes for OPTI by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer authorized member of the Board of Directors or executive officer of OPTI whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall will 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 A 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 will not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee until authenticated by the manual signature of a Responsible Officeran authorized signatory of the Trustee. Such signatures on such certificate shall The signature will be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Indenture Trustee shall initially authenticate Initial Notes in Restricted Global Note form and Regulation S Global Note form for original issue on the Issue Date in an aggregate principal amount of US$1,000,000,000 upon a written order of OPTI signed by an executive officer of OPTI (an “Authentication Order”). After the Issue Date, subject to Section 4.09 hereof, OPTI may issue, from time to time, and the Trustee shall authenticate upon receipt of an Authentication Order, Additional Notes for original issue, the aggregate principal amount of any particular issue of Additional Notes to be such aggregate principal amount as is specified in such order. Except as provided in Section 4.09 hereof, there is no limit on the amount of Additional Notes that may be issued hereunder. Each such Authentication Order shall specify the principal amount of Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Issuer OPTI to authenticate Notes. Unless limited by the term of such appointment, an 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. The Indenture Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with Holders, OPTI or an Affiliate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeOPTI. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Two Officers shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the for each Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. . A Note shall not be valid until authenticated by the manual signature (bwhich may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. At any time and from time to time after the execution and delivery of this Base Supplemental Indenture, the Issuer Issuers may deliver Notes of any particular Series of Notes executed by the Issuer Issuers 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 (i) Initial Notes for original issue in the United States aggregate principal amount of $500,000,000, (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Global Note that is issued upon original issuance thereofIssuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Additional Notes, in each case specified in clauses (i) through (iii) above, upon receipt of an Issuer Order, to the Depository against payment a written order of the purchase price thereforIssuers signed by an Officer of each Issuer (an “Authentication Order”). If specified Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether such Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request. The aggregate principal amount of Notes which may be authenticated and delivered under this Supplemental Indenture is unlimited. On the Issue Date, the Issuers will issue Initial Notes in $500,000,000 aggregate principal amount in the related Indenture Supplement for any Series form of one or more Rule 144A Global Notes and/or one or more Regulation S Global 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 2.01(c). Any Notes offered and sold in reliance on the purchase price thereof. (cexemption from registration under the Securities Act provided by Section 4(a)(2) No Note thereunder or Rule 144A shall be entitled to any benefit under the Indenture issued as one or be valid for any purpose unless there appears more Rule 144A Global Notes. Any Notes offered and sold in offshore transactions in reliance on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate Regulation S shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indentureissued as one or more Regulation S Global Notes. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Indenture Trustee may do so. Each reference in this Base Supplemental Indenture to authentication by the Indenture Trustee includes authentication by such agent. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeIssuers. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf Two Officers of the Issuer Company shall sign the Notes for the Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized 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 a Note 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, . Each Guarantor shall authenticate and deliver such Notes. If specified execute a Guarantee 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 manner set forth in Section 2.10 against payment of the purchase price thereof. (c) No 10.7. A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee until authenticated by the manual signature of a Responsible Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Indenture Trustee, upon a written order of the Company signed by two Officers of the Company, together with the other documents required by Sections 12.4 and 12.5, shall authenticate (i) Series A Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $255.0 million and (ii) subject to Section 4.9, Additional Notes. The Trustee, upon written order of the Company signed by two Officers of the Company, together with the other documents required by Sections 12.4 and 12.5, shall authenticate Series B Notes; provided that such Series B Notes shall be issuable only upon the valid surrender for cancellation of Series A Notes of a like aggregate principal amount in accordance with the Exchange Offer or an exchange offer specified in any registration rights agreement relating to the Additional Notes or to be offered in connection with any issuance of Additional Notes pursuant to a registration statement filed pursuant to the Securities Act. Such written order of the Company shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Net Proceeds Offers. For the purposes of this Indenture, except for Section 4.9, references to the Notes include Additional Notes, if any. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by otherwise provided in 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with the Company or with any Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Notes shallmay be issued ---------------------------- in two series, upon issue pursuant to a series of Initial Notes and a series of New Notes. The aggregate principal amount of Notes outstanding at any time shall not exceed $100,000,000 except as provided in Section 2.2, 2.07 hereof. The Notes shall be executed on behalf of the Issuer Company by an Authorized Officer its Chief Executive Officer, President, Chief Operating Officer, Treasurer or any Vice President, under its corporate seal reproduced or imprinted on the Notes by facsimile or otherwise, and delivered shall be attested by the Issuer to the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery Company's Secretary or one 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 Trusteeits Assistant Secretaries, in accordance with such Issuer Order and this Base Indenture, each case by manual or facsimile signature. The Notes 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 be authenticated by manual signature of an Issuer Order, to the Depository against payment authorized signatory of the purchase price therefor. If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee and 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 not be valid for any purpose unless there appears so authenticated. In case any officer of the Company whose signature shall have been placed upon any of the Notes shall cease to be such officer of the Company before authentication of such Notes by the Trustee and the issuance and delivery thereof, such Notes may, nevertheless, be authenticated by the Trustee and issued and delivered with the same force and effect as though such Person had not ceased to be such officer of the Company. The Trustee shall, upon receipt of a Company Order requesting such action, authenticate (a) Initial Notes for original issue up to the aggregate principal amount not to exceed $100,000,000 outstanding at any given time, or (b) New Notes for issue pursuant to a Registered Exchange Offer for Initial Notes in a principal amount equal to the principal amount of Initial Notes exchanged in such Registered Exchange Offer. Such Company Order shall specify the amount of Notes to be authenticated and the date on such Note a certificate of authentication substantially which, in the form provided case of clause (a) above, the Initial Notes or, in the case of clause (b) above, the New Notes, are to be authenticated and shall further provide instructions concerning registration, amounts for hereineach Holder and delivery. Upon the occurrence of any event specified in Section 2.06(c) hereof, duly the Company shall execute and the Trustee shall authenticate and make available for delivery to each beneficial owner identified by the Depositary, in exchange for such beneficial owner's interest in the Initial Global Note or New Global Note, as the case may be, Initial Certificated Notes or New Certificated Notes, as the case may be, representing Notes theretofore represented by the Initial Global Note or New Global Note, as the case may be. A Note shall not be valid or entitled to any benefits under this Indenture or obligatory for any purpose unless executed by the Indenture Trustee Company and authenticated by the manual signature of a Responsible Officerone of the authorized signatories of the Trustee as provided herein. Such signatures on such certificate signature upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated and delivered under this Indenture and is entitled to the benefits of this Indenture. The Indenture Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent may authenticate the 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. The Indenture Trustee’s certificate of authentication shall be in substantially the following form: This is one Any authenticating agent of the Notes of a Series of Notes issued under Trustee shall have the within mentioned Indenturesame rights hereunder as any Registrar or Paying Agent. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 IssuerCompany, and the Issuer Company shall deliver such Note to the Indenture Trustee for cancellation as provided in Section 2.14, 2.10 together with a written statement (which need not comply with Section 13.2 1.04 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the IssuerCompany, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the this Indenture.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, of each of the Issuers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary of each of the Issuers (a) The Notes each of whom shall, upon issue pursuant to Section 2.2in each case, be executed on behalf have been duly authorized by all requisite corporate actions) shall attest to, the Securities for each of the Issuer Issuers by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note Security was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Security, the Note Security shall nevertheless be valid. . A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security by manual signature. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate (bi) At any time Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $200.0 million, (ii) Exchange Notes and from time (iii) subject to time after the execution compliance with Sections 4.4 and delivery of this Base Indenture10.2(d), 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 series of Securities for original issue after the authentication and delivery of Issue Date (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, Securities 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided of Exhibit A) in an unlimited amount, in each case, upon written orders of the Issuers in the form of an Officers’ Certificate, which Officers’ Certificate shall, in the case of any issuance pursuant to clause (iii) above, certify that such issuance is in compliance with Section 4.4. In addition, each such Officers’ Certificate shall specify the amount of Securities to be authenticated, the date on which the Securities are to be authenticated, whether the Securities are to be Initial Notes issued under clause (i) of the preceding sentence, Exchange Notes or Initial Notes issued under clause (iii) of the preceding sentence and the aggregate principal amount of Securities outstanding on the date of authentication, and shall further specify the amount of such Securities to be issued as a Global Security or Physical Securities. Such Securities shall initially be in the form of one or more Global Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Securities to be issued, (ii) shall be registered in the name of the Depository for herein, duly executed such Global Security or Securities or its nominee and (iii) shall be held by the Trustee as custodian for the Depository or pursuant to the Depository’s instruction. All Securities issued under this Indenture Trustee by shall vote and consent together on all matters as one class and no series of Securities shall have the manual signature of right to vote or consent as a Responsible Officer. Such signatures separate class on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indentureany matter. The Indenture Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate Notesthe Securities. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate Notes Securities 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 same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. The Indenture Trustee’s certificate of authentication Securities shall be issuable only in substantially the following form: This is one registered form without coupons in denominations of the Notes $2,000 and integral multiples of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee$1,000 above $2,000. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The One Officer of each Issuer shall sign the Notes shallfor the Issuers by manual, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinfacsimile or pdf signature. If an Authorized the Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. 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 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 make available for delivery: (a) 2024 Initial Notes for original issue on the United States Issue Date in an aggregate principal amount of $1,050,000,000 and 2026 Initial Notes for original issue on the Global Note that is issued upon Issue Date in an aggregate principal amount of $1,050,000,000, (b) subject to the terms of this Indenture, Additional Notes for original issuance thereofissue in an unlimited principal amount and (c) under the circumstances set forth in Section 2.06(e), upon receipt Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Issuers signed by one Officer of each Issuer (the “Issuer Order, to ”). Such Issuer Order shall specify whether the Depository against payment of the purchase price therefor. If specified Notes will be in the related Indenture Supplement for any Series form of Definitive Notes or Global 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 amount of the purchase price thereof. (c) No Note shall Notes to be entitled authenticated, the date on which the original issue of Notes is to any benefit under be authenticated, the Indenture Holder of the Notes and whether the Notes are to be Initial Notes or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureAdditional Notes. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate the Notes. 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 term terms of such appointment, an authenticating agent any such 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 agentthe Authenticating Agent. The Indenture Trustee’s certificate An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of authentication notices and demands. In case an Issuer, pursuant to Article 4, shall be in consolidated or 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 entirety to any Person, and the following form: This is one successor Person resulting from such consolidation, or surviving such merger or amalgamation, or into which an Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 4, any of the Notes of a Series of Notes issued under authenticated or delivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes executed in the name of its authentication by the Indenture successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee. (e) Notwithstanding , upon the foregoingIssuer Order of the successor Person, if shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any Note shall have been time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturein such new name.

Execution and Authentication. (a) The One Officer shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, 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 Notesvalid nevertheless. 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 A Note shall not be valid and shall not be entitled to any benefit under this Indenture until an authorized signatory of the Indenture Trustee authenticates the Note by manual or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual facsimile signature. The signature of the Trustee on a Responsible Officer. Such signatures on such certificate Note shall be conclusive evidence, and the only evidence, evidence that the such Note has been duly authenticated and validly authenticated, issued and delivered under the this Indenture. A Note shall be dated the date of its authentication. (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $275,000,000, (2) subject to the terms of this Indenture (including Section 4.10), Additional Notes for original issue in an unlimited principal amount and (3) Exchange Notes for issue only in a Registered Exchange Offer or upon resale under an effective Shelf Registration Statement, and only in exchange for Initial Notes or Additional Notes of an equal principal amount, in each case upon a written order of the Issuer signed by an Officer of the Issuer (the “Issuer Order”). Such Issuer Order shall (a) specify whether the Notes shall be in the form of Definitive Notes or Global Notes, (b) the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, (c) and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and (d) in the case of any issuance of Additional Notes, certify that such issuance is in compliance with Section 4.10. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. 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 term terms of such appointment, an authenticating agent any such 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 agentthe Authenticating Agent. The Indenture Trustee’s certificate An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of authentication notices and demands. In case the Issuer, pursuant to Article Five, shall be in 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 following form: This is one successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Five, any of the Notes of a Series of Notes issued under authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes executed in the name of its authentication by the Indenture 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. (e) Notwithstanding , upon Issuer Order of the foregoingsuccessor Person, if shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any Note shall have been time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturein such new name.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, shall be executed on behalf of the Issuer Company by two Officers of the Company or an Authorized Officer and delivered by the Issuer to Secretary of the Indenture Trustee for authentication Company. Such signature may be either manual or facsimile. The Company's seal may be impressed, affixed, imprinted or reproduced on the Notes and redelivery as provided hereinmay be in facsimile form. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, 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, valid nevertheless. A Note 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 not be valid until an Issuer Order, to the Depository against payment authorized signatory of the purchase price therefor. If specified in Trustee manually signs 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 for any purpose unless there appears on such Note a certificate of authentication substantially in on the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible OfficerNote. Such signatures on such certificate signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Trustee or an authentication agent (the "AUTHENTICATING AGENT") shall authenticate (i) Initial Notes for original issue (a) on the date of this Indenture in the aggregate principal amount not to exceed $152,250,000 and (b) after the date of this Indenture one or more additional series in aggregate principal amounts of not less than $25,000,000 per series, subject to compliance with Section 4.10 and provided that no Default or Event of Default shall exist or would result therefrom and (ii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes, in each case upon written orders of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes or Exchange Notes, and shall further specify the amount of such Notes to be issued as the Global Note or Certificated Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. 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 may, at the Company's expense, appoint an authenticating agent acceptable to the Issuer Authenticating Agent to authenticate Notes. Unless limited Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the term of such appointment, an authenticating agent Company. 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 agentAuthenticating Agent. An Authenticating Agent has the same right as an Agent to deal with the Company and Affiliates of the Company. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: This is one registered form without coupons and only in denominations of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Indenture Trusteeintegral multiples thereof. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided herein. The signature of such Authorized Officer on the Notes may be manual or electronic. 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 Note 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indenture. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: ________________________________ Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The Two Officers shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At 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. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $2,650,000,000 of 6.375% Senior Subordinated Notes due 2033 and, at any time and from time to time after the execution and delivery of this Base Indenturethereafter, 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 Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the United States Company signed by two Officers or by an Officer and an Assistant Secretary of the Global Note that Company (each an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is issued upon original issuance thereofto be authenticated, upon receipt whether the Notes are to be Initial Notes or Additional Notes or such other information as the Trustee shall reasonably request and, in the case of an Issuer Orderissuance of Additional Notes pursuant to Section 2.14 after the Issue Date, to the Depository against payment of the purchase price thereforshall certify that such issuance is in compliance with Section 4.09. If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee shall authenticate Book-Entry The 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 for any purpose unless there appears on such Note a certificate issued only in registered form, without coupons and only in denominations of authentication substantially $2,000 and integral multiples of $1,000 in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indentureexcess thereof. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms 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. The An authenticating agent has the same 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 Trustee’s certificate of authentication in relation to such Notes, the Trustee shall receive, and shall be fully protected in substantially relying upon: (a) A copy of the following form: This is one 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 Assistant Secretary of a Series the Company, to have been duly adopted by the Board of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall Directors and to be dated in full force and issued effect as of the date of its authentication such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Indenture Trustee.Board of Directors, such Officers’ Certificate; (eb) Notwithstanding the foregoingan executed supplemental indenture, if any Note shall have been authenticated and any; (c) an Officers’ Certificate delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Indenture Trustee for cancellation as provided in Section 2.14, together with a written statement (which need not comply accordance with Section 13.2 and need not be accompanied by 13.05 hereof; and (d) an Opinion of Counsel) stating Counsel which shall state that such Note has never the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and sold authenticated in accordance with the terms of this Indenture and delivered by the IssuerTrustee, for all purposes will be the legally valid and binding obligations of the Indenture Company, enforceable against the Company in accordance with their terms, subject to any conditions and qualifications specified in such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits Opinion of the IndentureCounsel.

Execution and Authentication. (a) The Two Officers shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer Company by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the a Note 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 A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee until authenticated by the manual signature of a Responsible Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under the this Indenture. The Trustee shall authenticate (i) Notes for original issue on the date of this Indenture in an aggregate principal amount not to exceed $150,000,000 and (ii) one or more series of 11 1/2% Senior Subordinated Notes due 2006 (such Additional Notes to be substantially in the form of Exhibit A-1 or Exhibit A-2, as the case may be) in an aggregate principal amount not to exceed $75,000,000 (and the same principal amount of securities in exchange therefor upon consummation of a registered exchange offer) for original issue after the date of this Indenture, in each case upon a written order of the Company signed by an Officer of the Company (an "Authentication Order"). With respect to authentication pursuant to clause (ii) above, the first such Authentication Order shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Company. After the date of this Indenture and in accordance with (ii) above, Additional Notes may be issued from time to time subject to the limitations set forth in Section 4.09. The aggregate principal amount of Notes outstanding at any time may not exceed $225,000,000, except as provided in Sections 2.07. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same rights as an Agent to deal with Holders or Affiliates of the Company. In the event that the Company shall issue and the Trustee shall authenticate any Notes of a Series issued under this Indenture subsequent to the Issue Date pursuant to this Section 2.02, the Company shall use its best efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of Notes issued under this Indenture subsequent to the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASIssue Date is determined, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as pursuant to an Opinion of Counsel of the date Company in a form reasonably satisfactory to the Trustee to be a different class of its authentication by security than the Indenture Trustee. (e) Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, if all Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturematter.

Execution and Authentication. (a) The Subordinated Notes shall, upon issue pursuant to Section 2.2, will be executed on behalf of the Issuer Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer and delivered by on the Issuer to Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note no longer holds that office manual or facsimile signatures of individuals who were at the time of execution Authorized Officers of the Note is authenticatedCompany will, 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 authenticationfullest extent permitted by law, together with one bind the Company, notwithstanding that such individuals or more Issuer Orders for any of them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such offices at the date of such Subordinated Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall . The Trustee or an Authenticating Agent will authenticate and deliver such Notesthe Initial Notes for original issue in an initial aggregate principal amount of up to $42,000,000.00 upon one or more Company Orders and an Opinion of Counsel. If specified in the related Indenture Supplement for any Series of NotesIn addition, the Indenture Trustee shall or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver outside any Exchange Notes for an initial aggregate principal amount not to exceed $42,000,000.00 specified in such Company Order for Exchange Notes issued hereunder. The aggregate principal amount of Outstanding Subordinated Notes to be issued hereunder may be increased at any time hereafter and the United States series may be reopened for issuances of additional Subordinated Notes upon Company Order without the Global Note consent of any Holder. The Subordinated Notes issued on the date hereof and any such additional Subordinated Notes that may be issued hereafter shall be part of the same series of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including with respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes will be issued only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is issued upon original issuance thereof, upon receipt of an Issuer Order, not reasonably acceptable to the Depository against payment of Trustee or if the purchase price thereforTrustee, being advised by counsel, determines that such action may not lawfully be taken. 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 Subordinated Note shall will be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein, duly herein executed by or on behalf of the Indenture Trustee or by the Authenticating Agent by the manual signature of a Responsible Officerone of its authorized signatories. Such signatures on such certificate shall upon any Subordinated Note will be conclusive evidence, and the only evidence, that the such Subordinated Note has been duly authenticated under the Indenture. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturehereunder.

Execution and Authentication. (a) The One Responsible Officer of or one Person duly authorized by all requisite corporate actions by the Issuer shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized a Responsible Officer whose signature is on a Note was a Responsible Officer at the time of such execution but no longer holds that office or position at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At 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. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes which may be outstanding at any time under this Indenture is not limited in amount. The Trustee shall authenticate such Notes, which shall consist of (i) Initial Notes for original issue on the Closing Date in an aggregate principal amount not to exceed €250,000,000 and (ii) Additional Notes from time to time for issuance after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series of Notes executed by the Issuer Closing Date to the Indenture Trustee for authenticationextent otherwise permitted hereunder (including, together with one or more Issuer Orders for the authentication and delivery of such Noteswithout limitation, and the Indenture Trusteeunder Section 4.3 hereof), 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, each case upon receipt of an Issuer Order. Additional Notes will be treated the same as the Notes for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Issuer Order shall specify the Depository against payment aggregate principal amount of Notes to be authenticated, the purchase price therefor. If specified in the related Indenture Supplement for any Series type of Notes, 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 Initial Notes or Additional Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall authenticate Book-Entry 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 that are issued upon original issuance thereof, upon has been duly authorized by the Issuer. Upon receipt of -21- an Issuer Order, the Trustee shall authenticate Notes in substitution for Notes originally issued to a Clearing Agency, or its nominee as provided in Section 2.10 against payment reflect any name change of the purchase price thereof. (c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureIssuer. The Indenture Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent 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 agentAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Indenture Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: This is one denominations of the Notes €1,000 and integral multiples of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee€1,000 in excess thereof. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. One Officer shall sign the Notes for the Company by manual, facsimile or electronic (aincluding “pdf”) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinsignature. If an Authorized the Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. 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 Base Indenture, the Issuer may deliver Trustee shall, upon written request of the Company, authenticate and make available for delivery: (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of any particular Series $500,000,000, (b) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (c) Exchange Notes in exchange for a like principal amount of Initial Notes or Additional Notes after the effectiveness of an Exchange Offer Registration Statement and consummation of the Exchange Offer thereunder and (d) under the circumstances set forth in Section 2.06(d), Initial Notes in the form of an Unrestricted Global Note, in each case after receipt of: (i) a written order of the Company signed by one Officer of the Company (the “Company Order”), and (ii) an Opinion of Counsel, addressed to the Trustee, which in the case of (a) above shall be to the effect that this Indenture and the Notes executed prior to or as of the Issue Date have been duly authorized, executed and delivered by the Issuer Company and the Guarantors and are enforceable against them, subject to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Notescustomary enforceability exceptions, and that the Indenture Trustee, in accordance with such Issuer issuance of the Notes has been duly authorized. Such Company Order and this Base Indenture, shall authenticate and deliver such Notes. If specified specify whether the Notes will be in the related Indenture Supplement for any Series form of Definitive Notes or Global 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 amount of the purchase price therefor. If specified in Notes to be authenticated and the related Indenture Supplement for any Series date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, the Indenture Trustee shall authenticate Book-Entry Additional 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureExchange Notes. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. 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 term terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Indenture Trustee may is authorized to do so. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such agentthe Authenticating Agent. The Indenture Trustee’s certificate An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of authentication notices and demands. In case the Company or any Guarantor, pursuant to Article 4 or Section 10.02 as applicable, shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: This is one 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 Trustee pursuant to Article 4, as applicable, any of the Notes of a Series of Notes issued under authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes executed in the name of its authentication by the Indenture 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. (e) Notwithstanding , upon Company Order of the foregoingsuccessor Person, if shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any Note shall have been time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturein such new name.

Execution and Authentication. (a) The Notes shall, upon issue pursuant to Section 2.2, shall be executed on behalf of the Issuer Company by an Authorized one Officer of the Company and delivered the Guarantees shall be executed on behalf of the Guarantors by one Officer of each of the Issuer to Guarantors. Such signature may be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Indenture Trustee for authentication Notes and redelivery as provided hereinmay be in facsimile form. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless. A Note shall not be valid until the Trustee manually signs the certificate of authentication pertaining to 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 (bi) At any time and from time Initial Notes for original issue in the aggregate principal amount not to time after exceed $175,000,000 in connection with the execution and delivery Initial Exchange Offer, (ii) Additional Notes in an aggregate principal amount that, in addition to the Initial Notes, shall not exceed $200,000,000 (so long as permitted by the terms of this Base Indenture, including, without limitation, Section 4.9 and provided that the Issuer Additional Notes may deliver be issued only if the Additional Notes are fungible with the Notes for federal income tax purposes) and (iii) Exchange Notes (x) in exchange for a like principal amount of any particular Series Initial Notes or (y) in exchange for a like principal amount of Notes executed Additional Notes, in each case upon a Company Request. With respect to a Company Request for authentication pursuant to clause (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 Issuer Company in a form reasonably satisfactory to the Indenture Trustee for authentication, together with one or more Issuer Orders for Trustee. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000. The Company Request directing the authentication and delivery of Notes shall specify whether such Notes shall be issued in the form of Notes or Global Notes. Such Company Request shall specify the amount, series and CUSIP numbers of the Notes to be authenticated, the date on which the original issue of the Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. If the Company Request specifies that the Notes are to be issued in the form of one or more Global Notes, then the Company shall execute (and the Indenture TrusteeGuarantors will execute the Guarantees endorsed thereon) and the Trustee shall, in accordance with this Section and such Issuer Order and this Base IndentureCompany Request, shall authenticate and deliver such Notes. If specified one or more Global Notes that: (a) shall be registered in the related Indenture Supplement for any Series name of Notes, the Indenture Depository or a nominee of such Depository, (b) shall be delivered by the 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 or held by the purchase price therefor. If specified in Trustee as custodian for the related Indenture Supplement for any Series of NotesDepository, 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.and (c) No Note shall include and bear a legend substantially to the effect that unless and until it is exchanged in whole or in part for Notes, such Global Notes may not be entitled transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any benefit such nominee to a successor Depository or a nominee of such successor Depository. The Depository must, at the time of its designation and at all times when it serves as Depository, be a clearing agency registered under the Indenture Exchange Act and any other applicable statute or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the Indentureregulation. The Indenture Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes whenever the Indenture Trustee may do so. Any appointment shall be evidenced by instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such agent. The Indenture Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: This is one same right as an Agent to deal with the Company or an Affiliate of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture TrusteeCompany. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) The One Officer shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the for each Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual, facsimile or PDF signature. If an Authorized the Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. 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 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 make available for delivery (1) Initial Notes for original issue on the United States Issue Date in an aggregate principal amount of $1,325,000,000, (2) subject to the Global Note that is issued upon terms of this Indenture, Additional Notes for original issuance thereofissue in an unlimited principal amount, upon receipt (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 and (4) 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 each Issuer signed by one Officer (the “Issuer Order, to ”). Such Issuer Order shall specify whether the Depository against payment of the purchase price therefor. If specified Notes will be in the related Indenture Supplement for any Series form of Definitive Notes or Global 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 amount of the purchase price thereof. (c) No Note shall Notes to be entitled authenticated, the date on which the original issue of Notes is to any benefit under be authenticated, the Indenture Holder of the Notes and whether the Notes are to be Initial Notes, Additional Notes or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureExchange Notes. The Indenture Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate the Notes. 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 term terms of such appointment, an authenticating agent any such 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 agentthe Authenticating Agent. The Indenture Trustee’s certificate An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of authentication notices and demands. In case either Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be in consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: This is one successor Person resulting from such consolidation, or surviving such merger, or into which either 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 Trustee pursuant to Article IV, any of the Notes of a Series of Notes issued under authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as request of the date successor Person, be exchanged for other Notes executed in the name of its authentication by the Indenture successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee. (e) Notwithstanding , upon the foregoingIssuer Order of the successor Person, if shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any Note shall have been time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenturein such new name.

Execution and Authentication. An Officer (awhom shall have been duly authorized by all requisite corporate actions) The shall sign the Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of for the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. If an Authorized 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 Note is authenticatedTrustee (or the Authenticating Agent) authenticates the Note, the Note shall nevertheless be valid. (b) At 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, or, as the case may be, an Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 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. The Trustee or the Authenticating Agent shall authenticate such Notes which shall consist of (i) Original Notes for original issue on the Issue Date in an aggregate principal amount not to exceed $465,000,000 and (ii) Additional Notes from time to time for issuance after the execution Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 (Incurrence of Indebtedness and delivery Issuance of Preferred Stock) hereof), in each case upon receipt by the Trustee and the Authenticating Agent of an Issuer Order in the form of an Officer’s Certificate. Additional Notes will be treated as the same series of Notes as the Original Notes for all purposes under this Base Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Issuer Order shall specify the Issuer may deliver Notes of any particular Series aggregate principal amount of Notes executed by to be authenticated, the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication series 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 type of Notes, 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 Original Notes or Additional Notes, and in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of this Indenture, whether the Notes are to be issued as Definitive Notes or Global Notes and whether or not the Notes shall bear the Legend, or such other information as the Trustee or the Authenticating Agent may reasonably request. In addition, such Issuer Order shall include (a) a statement that the Persons signing the Issuer Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Issuer Order and (ii) made such examination or investigation as is necessary to enable them to make such statements, (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Issuer Order are based and (c) that based upon (a) and (b) all conditions precedent relating to the Issuer Order have been complied with in accordance with Sections 12.2 (Certificate and Opinion as to Conditions Precedent) and 12.3 (Statements Required in Certificate or Opinion) hereof. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee and the Authenticating Agent shall authenticate be entitled to receive, and deliver outside shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the United States Trustee and the Global Note Authenticating Agent stating that is issued upon original 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 thereof, upon of such Notes has been duly authorized by the Issuer and constitute a legal valid binding obligation of the Issuer. Upon receipt of an Issuer Order, the Trustee or the Authenticating Agent shall authenticate Notes in substitution of Notes originally issued to the Depository against payment reflect any name change 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 for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under the IndentureIssuer. The Indenture Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent 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. The Indenture Trustee’s certificate of authentication shall be in substantially the 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 Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the 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 Issuer, and the Issuer shall deliver such Note to 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 need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.such