Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. 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 Company and Affiliates of the IssuerCompany. 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 minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes for the Issuer by manual or facsimile signature. If an 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 1,000 principal amount and any integral multiples multiple of $1,000.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and any integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by manual two Officers of the Issuer. The signature of any of these Officers on the Notes may be manual, facsimile, .pdf attachment or facsimile other electronically transmitted signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 €100,000 and any integral multiples multiple of $1,000€1,000 in excess thereof.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with a Company Request for authentication and delivery of such Notes, and the Trustee, in accordance with such Company Request, shall authenticate and deliver such Notes. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Upon prior notice to, and approval by (which approval shall not be unreasonably withheld), the Issuer, the Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Request for authentication and delivery of such Notes, and the Trustee, in accordance with such Company Request, shall authenticate and deliver such Notes. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Upon prior notice to, and approval by (which approval shall not be unreasonably withheld), the Company, the Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 Company and Affiliates of the IssuerCompany. 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 minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An At least one Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign execute the Notes for on behalf of the Issuer by manual manual, facsimile or facsimile electronic (in “.pdf” format) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. No A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for herein executed of Exhibit A attached hereto, by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer’s Order (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. At any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. Notwithstanding the foregoingIn addition, 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 Trustee shall, upon receipt of an Authentication Order, authenticate and deliver Exchange Notes for cancellation as provided issue only in Section 2.12an Exchange Offer, for all purposes a like principal amount of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureNotes. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Responsible Officer of the appointmentTrustee, an a copy of which shall be furnished to the Issuer. 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 for service of notes 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 minimum denominations of $2,000 and integral multiples of $1,000demands.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding The Trustee shall, upon a written order of the foregoingCompany signed by an Officer (an "Authentication Order"), 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 authenticate Securities for original issue up to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indentureaggregate principal amount. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as an authenticating agent provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for each of the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. 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 Issuers and Affiliates of the IssuerIssuers. 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 minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shallThe Notes shall be executed on behalf of the Company by its Chairman of the Board, in each caseChief Executive Officer, have been duly authorized by all requisite corporate actions) shall sign Chief Financial Officer, President, any Vice President or Treasurer. The signature of any of these officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer officer whose signature is on a Note was an Officer 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 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.122.12 hereof, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable At any time and from time to the Issuer to authenticate the Notes. 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 time after execution and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes delivery of this Indenture, subject to the terms of this Indenture, the Trustee shall, upon written order of the Company in the form of a Company Order, authenticate and deliver Notes. The Each such written order shall specify the amount of Notes shall to be issuable only in registered form without coupons in minimum denominations of $2,000 authenticated and integral multiples of $1,000the date on which the Notes are to be authenticated.

Execution and Authentication. An At least one Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign execute the Notes for on behalf of the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. No A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for herein executed of Exhibit A by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding On the foregoingIssue Date, 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 Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for cancellation as provided an aggregate principal amount specified in Section 2.12, such Authentication Order for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureAdditional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an 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 Holders or an Affiliate of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes The Trustee shall have the right to decline to authenticate and deliver any Notes if (a) the Trustee, being advised by counsel, determines, in its reasonable discretion, that such action may not be taken lawfully, or (b) the Trustee in good faith by its Board or trustees, executive committee or a trust committee of this Indenture. The Notes directors and/or Responsible Officers shall be issuable only determine, in registered form without coupons in minimum denominations its reasonable discretion, that such action would expose the Trustee to personal liability to Holders of $2,000 and integral multiples of $1,000any then outstanding Notes.

Execution and Authentication. An Officer (who shall, in Two Officers of each case, have been duly authorized by all requisite corporate actions) of the Issuers shall sign the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. A Note shall not be valid neverthelessuntil authenticated by the manual signature of the Trustee. No Note The signature of the Trustee shall be entitled conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall, upon a Company Order, authenticate for original issue Notes in any benefit aggregate principal amount. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture or is unlimited. Subject to Section 4.9 hereof, additional Notes may be valid or obligatory for any purpose unless there appears on such Note a certificate issued hereunder from time to time, without the consent of authentication substantially the Holders of previously issued Notes, in the form provided for herein executed an aggregate principal amount to be determined from time to time by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidenceIssuers; provided, that such Note has been duly authenticated and delivered hereunderadditional Notes may not be issued with original issue discount as determined under section 1271 et seq. Notwithstanding of 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureCode. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Issuers or an Affiliate of the IssuerIssuers. Each Paying Agent The Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name any Note is designated registered as an authenticating agent the owner of such Note for purposes the purpose of receiving payment of principal of and (subject to the provisions of this Indenture. The Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Issuers, the Trustee nor any agent of the Issuers or the Trustee shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000affected by notice to the contrary.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An At least one Officer (who shall, in of each case, have been duly authorized by all requisite corporate actions) Issuer shall sign execute the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. No A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for herein executed of Exhibit A attached hereto by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding On the foregoingIssue Date, 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 Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for cancellation as provided an aggregate principal amount specified in Section 2.12, such Authentication Order for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureAdditional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an 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 Holders or an Affiliate of the IssuerIssuers. Each Paying Agent is designated The exchange of copies of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery as an authenticating agent to the parties hereto for purposes of this Indenture. The Notes shall Section 2.02 and such copies may be issuable only used in registered form without coupons in minimum denominations lieu of $2,000 and integral multiples the original versions of $1,000such signature pages for all purposes.

Execution and Authentication. An At least one Officer (who shall, in of each case, have been duly authorized by all requisite corporate actions) of the Issuer and the Co-Issuer shall sign execute the Notes for on behalf of the Issuer and the Co-Issuer, as applicable, by manual manual, facsimile or facsimile electronic (including “.pdf”) signature. If an Officer of the Issuer or the Co-Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. No A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for herein executed of Exhibit A hereto, by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding On the foregoingIssue Date, 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 Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for cancellation as provided an aggregate principal amount specified in Section 2.12, such Authentication Order for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureAdditional Notes issued or increased hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an 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 Holders or an Affiliate 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 minimum denominations of $2,000 and integral multiples of $1,000Issuers.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes for the Issuer by manual manual, facsimile or facsimile electronic image scan signature. If an 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent reasonably acceptable to agents with the consent of the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and any integral multiples of $1,0001,000 in excess of $2,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 of each series shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by manual one Officer of the Issuer. The signature of such Officer on the Notes may be manual, facsimile or facsimile signatureelectronic (including “.pdf”). 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 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 executed by the Trustee by manual signature of an authorized officermanual, facsimile or electronic (including “.pdf”) signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in The Notes shall be executed on behalf of the Issuers by two Officers of each case, have been duly authorized by all requisite corporate actions) shall sign Issuer. The signature of any of these Officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. 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 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Issuers to authenticate the Notes. 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 Issuers and Affiliates of the IssuerIssuers. 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 minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized The Notes shall be executed on behalf of the Company by all requisite corporate actions) shall sign any Officer. The signature of any of these Officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. 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 Authentication Agent authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee Authentication Agent by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee Paying Agent for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 each series shall be issuable only in registered form without coupons such denominations as shall be specified as contemplated by Section 2.01. In the absence of any such provisions with respect to the Notes of any series, the Notes of such series denominated in minimum Dollars shall be issuable in denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof and the Notes of such series denominated in a Non-Dollar Currency shall be issuable in denominations equivalent to $2,000 and integral multiples equivalent to $1,000 in excess thereof in that Non-Dollar Currency (in each case rounded to an integral multiple of 1,000 units of such Non-Dollar Currency). The Trustee may appoint an authenticating agent (the “Authentication Agent”) acceptable to the 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. The Trustee hereby appoints with due care Citibank, N.A., as the Authentication Agent and Citibank, N.A. hereby accepts such appointment. The Company hereby confirms this appointment as acceptable to it. The Trustee shall have no responsibility to compensate, reimburse or indemnify the Authentication Agent. The Trustee may change the Authentication Agent without prior notice to the Holders; provided the Authentication Agent is acceptable to the Company.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) Two Officers of the Company shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer of the Company 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 NoteNote is authenticated, the Note shall nevertheless be valid. A Note shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature of the Trustee shall be conclusive evidence, and evidence that the only evidence, that such Note so authenticated has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding The Trustee shall, upon receipt of a written order of the foregoingCompany signed by two Officers (an “Authentication Order”), if any Note shall have been authenticated and delivered hereunder but never issued and sold by authenticate (i) Notes for original issue in an aggregate principal amount up to $300,000,000 on the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes date of this Indenture such Note shall be deemed never and (ii) Additional Notes from time to have been authenticated and delivered hereunder and shall never be entitled to the benefits of time as permitted under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such 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 any Holder, the Issuer and Affiliates Company or an Affiliate of the IssuerCompany. Each Paying Agent is designated as an The Trustee shall not be liable for any act or failure to act of the authenticating agent for purposes of to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. The Notes Each authenticating agent shall be issuable only acceptable to the Company and otherwise comply in registered form without coupons all respects with the eligibility requirements of the Trustee contained in minimum denominations of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by an Officer of the Issuer. The signature of any of these Officers on the Notes may be manual or facsimile signaturefacsimile. 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 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. 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 Each series of Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess of $2,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note officer of the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an "AUTHENTICATION ORDER"), together with an Officers' Certificate and delivered hereunder. Notwithstanding an Opinion of Counsel, authenticate Securities for original issue in the foregoing, if any Note shall have been authenticated aggregate principal amount and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver pursuant to such Note procedures acceptable to the Trustee for cancellation as provided are stated in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled the Authentication Order. In addition to the benefits matters required by Section 11.05, such Officers' Certificate and Opinion of this IndentureCounsel shall cover such other matters as the Trustee shall reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as an authenticating agent provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless, provided that such signature may be verified by an incumbency certificate. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 U.S.$1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) Two Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. A Note shall not be valid neverthelessuntil authenticated by the manual signature of the Trustee. No Note The signature of the Trustee shall be entitled to any benefit conclusive evidence that the Note has been authenticated under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Indenture. The form of Trustee's certificate of authentication substantially in the form provided for herein executed to be borne by the Trustee by manual signature of an authorized officer, and such certificate upon any Note Notes shall be conclusive evidencesubstantially as set forth in Exhibit A attached hereto. The Trustee shall, and upon a Company Order, authenticate for original issue up to $110,000,000 aggregate principal amount of the only evidence, that such Note has been duly authenticated and delivered hereunderNotes. Notwithstanding the foregoing, if The aggregate principal amount of Notes outstanding at 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 Trustee for cancellation time may not exceed $110,000,000 except as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture2.7 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Company or an Affiliate of the IssuerCompany. Each Paying Agent The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Note is designated registered as an authenticating agent the owner of such Note for purposes the purpose of receiving payment of principal of and (subject to the provisions of this Indenture. The Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000affected by notice to the contrary.

Execution and Authentication. An Officer of the Issuer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by manual one Officer of the Issuer. The signature of such Officer on the Notes may be manual, facsimile or facsimile signatureelectronic (including “.pdf”). 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 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 executed by the Trustee by manual signature of an authorized officermanual, facsimile or electronic (including “.pdf”) signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes Securities for the Issuer by manual or facsimile signature. If an the 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 Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. No Note Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note Security shall be conclusive evidence, and the only evidence, that such Note Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note Security to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent reasonably acceptable to agents with the Issuer consent of the Issuers to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 5,000 and any integral multiples of $1,000, in the case of Dollar Securities, and £5,000 and any integral multiples of £1,000, in the case of Sterling Securities.

Execution and Authentication. An At least one Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall must sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid. A Note will not be valid nevertheless. No Note shall be entitled to any benefit under 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 executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall the Trustee. The signature will be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding The Trustee will, upon receipt of a written order of the foregoingCompany signed by at least one Officer (an “Authentication Order”), if authenticate Notes for original issue that may be validly issued under this Indenture, including any Note shall have been authenticated and delivered hereunder but never issued and sold Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the IssuerCompany pursuant to one or more Authentication Orders, and the Issuer shall deliver such Note to the Trustee for cancellation except as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture2.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an 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 Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated The Initial Notes and the Additional Notes (and, in each case, any Exchange Notes issued in exchange therefor) shall be treated as an authenticating agent a single class for all purposes of under this Indenture. The , and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes (and, in each case, any Exchange Notes issued in exchange therefor). Nothing in this paragraph shall be issuable only deemed to modify, replace or otherwise affect the restrictions on transfer applicable to Restricted Notes set forth in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000Section 2.06 hereof.

Execution and Authentication. An One Officer (who shallor in the case of the Notes issued on the Issue Date, in each case, have been duly authorized by all requisite corporate actionstwo Officers) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.122.11, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. 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 Company and Affiliates of the IssuerCompany. 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 minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an “Authentication Order”), together with an Officers’ Certificate and delivered hereunderan Opinion of Counsel, authenticate Securities for original issue in the aggregate principal amount stated in the Authentication Order. Notwithstanding The Officers’ Certificate and Opinion of Counsel shall each state that all conditions precedent provided for or relating to the foregoing, if any Note shall issuance of such Securities have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturecomplied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as an authenticating agent provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) of the Company shall sign the Notes for Securities on behalf of the Issuer Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notesuch Security or at any time thereafter, the Note Security shall be valid nevertheless. No Note A Security shall not be entitled to any benefit under 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 executed until authenticated by the Trustee by manual signature of an authorized officersignatory of the Trustee, and such certificate upon any Note which signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable shall authenticate and deliver Securities of any series executed by the Company and delivered to the Trustee for authentication along with an Issuer to authenticate Order. Such Issuer Order shall specify the Notes. 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 amount of the IssuerSecurities to be authenticated and the date on which the issue of Securities is to be authenticated and either detail or attach the information from Section 2.02. Each Paying Agent is designated as an authenticating agent for purposes of The Company may issue Additional Securities under this Indenture. The Notes In authenticating such Securities, the Trustee shall receive, and shall be issuable only in registered form without coupons in minimum denominations entitled to conclusively rely upon, an Opinion of $2,000 and integral multiples of $1,000.Counsel substantially to the effect that:

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) of the Company and one Officer of the Co-issuer shall sign the Notes for the Issuer Company and the Co-issuer, respectively, by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid neverthelessuntil authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under the Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. Any PIK Notes will be secured, equally and ratably, with all other Notes and shall be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this 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 executed by in Exhibit B signed manually in the name of the Trustee by manual signature of an authorized officersignatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.122.15, for all purposes of this the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this the Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. 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 Company and Affiliates of the IssuerCompany. 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 minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual or electronic signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Issuer shall not be required to deliver an Opinion of Counsel or Officer’s Certificate to the Trustee in connection with the authentication of the issuance of the of Initial Notes hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note officer of the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an “Authentication Order”), together with an Officer’s Certificate and delivered hereunder. Notwithstanding an Opinion of Counsel, authenticate Securities for original issue in the foregoing, if any Note shall have been authenticated aggregate principal amount and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver pursuant to such Note procedures acceptable to the Trustee for cancellation as provided are stated in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled the Authentication Order. In addition to the benefits matters required by Section 12.05, such Officer’s Certificate and Opinion of this IndentureCounsel shall cover such other matters as the Trustee shall reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as an authenticating agent provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An The Notes shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer (who shallor Acting Chief Executive Officer), in each caseChief Financial Officer, have been duly authorized by all requisite corporate actions) shall sign President, any Executive Vice President, any Senior Vice President, any Vice President or Treasurer. The signature of any of these officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer officer whose signature is on a Note was an Officer 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 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.122.12 hereof, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable At any time and from time to the Issuer to authenticate the Notes. 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 time after execution and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes delivery of this Indenture, subject to the terms of this Indenture, the Trustee shall, upon written order of the Company in the form of a Company Order, authenticate and deliver Notes. The Each such written order shall specify the amount of Notes shall to be issuable only in registered form without coupons in minimum denominations of $2,000 authenticated and integral multiples of $1,000the date on which the Notes are to be authenticated.

Execution and Authentication. An Officer (who shall, in The Notes shall be executed on behalf of the Issuers by two Officers of each case, have been duly authorized by all requisite corporate actions) shall sign Issuer. The signature of any of these Officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. 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 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Issuers to authenticate the Notes. 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 Issuers and Affiliates of the IssuerIssuers. 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 minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes for the Issuer by manual or facsimile signature. If an 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by an Officer of the Issuer. The signature of the Officer on the Notes may be manual or facsimile signaturefacsimile. If an 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent reasonably acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. 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 minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An One Officer of Casella (who shall, in each case, shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Casella by manual or facsimile signature. If an Officer whose signature is on a Note or Subsidiary Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid nevertheless. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a until an authorized signatory of the Trustee manually signs the certificate of authentication substantially on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $180,000,000 upon a written order of Casella in the form provided for herein executed of an Officer’s Certificate which shall be in a form reasonably acceptable to the Trustee. In addition, the Trustee shall authenticate Additional Notes thereafter in unlimited amount (so long as not otherwise prohibited by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits terms of this Indenture, including without limitation, Sections 4.10 and 4.12) for original issue upon a written order of Casella in the form of an Officer’s Certificate which shall be in a form reasonably acceptable to the Trustee. Each such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Casella to authenticate the Notes. 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 Casella and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this IndentureCasella. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by an Officer of the Issuer. The signature of any of these Officers on the Notes may be manual or facsimile signaturefacsimile. 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 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess of $2,000.

Execution and Authentication. An One Officer shall sign (who shall, in each case, shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. 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 Issuers and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this IndentureIssuers. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Two Officers of each Issuer shall sign, or one such Officer shall sign and one such Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the such Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. 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 Issuers and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form form, without coupons coupons, and in minimum denominations of $2,000 1.00 and integral multiples of $1,0001.00.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by an Officer of the Issuer. The signature of any of these Officers on the Notes may be manual or facsimile signaturefacsimile. 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 this Indenture or be valid or obligatory ob- ligatory for any purpose unless there appears on such Note a certificate of authentication substantially sub- stantially in the form provided for herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureInden- ture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable ac- ceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointmentappoint- ment, 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 minimum denominations denomina- tions of $2,000 and integral multiples of $1,0001,000 in excess of $2,000. SECTION 2.04.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) Two Officers shall sign the Notes for the Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled At any time and from time to any benefit under time after the execution and delivery of this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in Indenture, the form provided for herein Issuer may deliver Additional Notes executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided authentication, together with a written order of the Issuer in Section 2.12the form of an Officers’ Certificate for the authentication and delivery of such Notes, for all purposes and the Trustee in accordance with such written order of this Indenture the Issuer shall authenticate and deliver such Notes. A Note shall not be deemed never to have 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 and delivered hereunder and shall never be entitled to the benefits of under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in limited by the terms of such 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 any Registrar, Paying Agent is designated as an authenticating or agent for purposes service of notices and demands. The Trustee shall not be required to authenticate such Notes if the issue thereof will adversely affect the Trustee’s own rights, duties, indemnities or immunities under the Notes and this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (who shallThe Senior Subordinated Notes shall be executed on behalf of the Company by its Chairman of the Board, in each caseChief Executive Officer, have been duly authorized by all requisite corporate actions) shall sign Chief Financial Officer, President or any Vice President. The signature of any of these officers on the Senior Subordinated Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Senior Subordinated Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Senior Subordinated Note, the Senior Subordinated Note shall be valid nevertheless. No Senior Subordinated Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Subordinated Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Senior Subordinated Note shall be conclusive evidence, and the only evidence, that such Senior Subordinated Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Subordinated Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Senior Subordinated Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Senior Subordinated Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 Senior Subordinated Notes shall be issuable only in fully registered form without coupons in minimum denominations of $2,000 1,000 and integral multiples of $1,000.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never not be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. 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 Company and Affiliates of the IssuerCompany. 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 minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations integral multiple of $2,000 and integral multiples of $1,000U.S.$1.00.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by an Officer of the Issuer. The signature of the Officer on the Notes may be manual or facsimile signaturedigital. If an 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officeror digital signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent reasonably acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. 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 minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An One Officer (for each of the Issuer and Co-Issuer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes for the Issuer and the Co-Issuer by manual or facsimile signature. If an 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. 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 Issuers and Affiliates of the IssuerIssuers. 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 minimum denominations of $2,000 and any integral multiple of $1,000 (with any Additional PIK Notes issued in payment of interest in accordance with Section 2.19 may be issued in denominations of $1.00 and integral multiples of $1,000thereof).

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) officer shall sign the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer authorized 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 A Note shall be entitled to any benefit under this Indenture or not be valid or obligatory 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 executed by the Trustee by manual Note. The signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated under this Indenture. Pursuant to an Issuer Order, the Issuers shall execute and delivered hereunder. Notwithstanding the foregoing, if any Note Trustee shall have been authenticated and delivered hereunder but never issued and sold by the Issuerauthenticate (a) Original Notes for original issue up to an aggregate principal amount of $400,000,000, and (b) Additional Notes subject to compliance at the Issuer shall deliver time of issuance of such Note to Additional Notes with the Trustee for cancellation as provided in Section 2.12, for all purposes provisions of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturein an unlimited amount. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such 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 any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar Transfer Agent or Paying Agent to deal with the Issuer and Affiliates Issuers or an Affiliate of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this IndentureIssuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000determine that such action would expose the Trustee to personal liability to any Holders.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized The Notes shall be executed on behalf of the Company by all requisite corporate actions) shall sign two Officers of the Company . The signature of any of these Officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. 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 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Company to authenticate the Notes. 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 Company and Affiliates of the IssuerCompany. 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 minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) Two Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. A Note shall not be valid neverthelessuntil authenticated by the manual signature of the Trustee. No Note The signature of the Trustee shall be entitled to any benefit conclusive evidence that the Note has been authenticated under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Indenture. The form of Trustee's certificate of authentication substantially in the form provided for herein executed to be borne by the Trustee by manual signature of an authorized officer, and such certificate upon any Note Notes shall be conclusive evidencesubstantially as set forth in Exhibit A attached hereto. The Trustee shall, and upon a Company Order, authenticate for original issue up to $20,000,000 aggregate principal amount of the only evidence, that such Note has been duly authenticated and delivered hereunderNotes. Notwithstanding the foregoing, if The aggregate principal amount of Notes outstanding at 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 Trustee for cancellation time may not exceed $40,000,000 except as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture2.7 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Company or an Affiliate of the IssuerCompany. Each Paying Agent The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Note is designated registered as an authenticating agent the owner of such Note for purposes the purpose of receiving payment of principal of and (subject to the provisions of this Indenture. The Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000affected by notice to the contrary.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated and delivered hereunderunder this Indenture. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note Securities shall be deemed never to have been authenticated dated the date of their authentication. The Trustee shall, upon a written order of the Company signed by an Officer (an "Authentication Order"), together with an Officers' Certificate and delivered hereunder and shall never be entitled to an Opinion of Counsel, authenticate Securities for original issue in the benefits of this Indentureaggregate principal amount stated in the Authentication Order. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as an authenticating agent provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An At least one Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 principal amount and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An The Notes shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer (who shallor Acting Chief Executive Officer), in each caseChief Financial Officer, have been duly authorized by all requisite corporate actions) shall sign President, any Executive Vice President, any Senior Vice President, any Vice President or Treasurer. The signature of any of these officers on the Notes for the Issuer by manual may be manual, facsimile or facsimile signaturein electronic form. If an Officer officer whose signature is on a Note was an Officer 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 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.122.12 hereof, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable At any time and from time to the Issuer to authenticate the Notes. 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 time after execution and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes delivery of this Indenture, subject to the terms of this Indenture, the Trustee shall, upon written order of the Company in the form of a Company Order, authenticate and deliver Notes. The Each such written order shall specify the amount of Notes shall to be issuable only in registered form without coupons in minimum denominations of $2,000 authenticated and integral multiples of $1,000the date on which the Notes are to be authenticated.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by manual an Officer of the Issuer. The signature of the Officer on the Notes may be manual, electronic or facsimile signaturefacsimile. If an 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent reasonably acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note signatory of the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated under this Indenture. The Trustee shall, upon a written Issuer Order signed by one Officer directing the Trustee to authenticate and delivered hereunder. Notwithstanding deliver the foregoing, if any Note shall Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been authenticated and delivered hereunder but never issued and sold by complied with, authenticate Notes on the Issuer, and the Issuer shall deliver such Note Issue Date for original issue up to the aggregate principal amount of $[ ]. After the Issue Date, the Trustee shall authenticate and deliver Notes (including Additional Notes and PIK Notes) as otherwise provided for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by an officer of the Trustee and provided to the Issuer. Unless otherwise provided in limited by the terms of such 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 Holders or the Issuer and Affiliates or an Affiliate 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 minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized The Notes shall be executed on behalf of the Company by all requisite corporate actions) shall sign any one of its Officers. The signature of any of these Officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer of the Company whose signature is on this Indenture or 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 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. 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 Company and Affiliates of the IssuerCompany. 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 minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by manual one Officer of the Issuer. The signature of any of these Officers on the Notes may be manual, facsimile, .pdf attachment or facsimile other electronically transmitted signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. 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 IndentureIndenture and the Issuer hereby confirms that such appointment is acceptable to it. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 €100,000 each and any integral multiples multiple of $1,000€1,000 in excess thereof. If a facsimile signature will be used for the Notes, each signatory should approve such use of his or her signature and evidence of such approval may be required for the enforcement of the Notes in The Netherlands.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) of the Company and one Officer of the Co-issuer shall sign the Notes for the Issuer Company and the Co-issuer, respectively, by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid neverthelessuntil authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under the Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. Any PIK Notes will be secured, equally and ratably, with all other Notes and shall be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this 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 executed by in Exhibit B signed manually in the name of the Trustee by manual signature of an authorized officersignatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12‎Section 2.15, for all purposes of this the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this the Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note officer of the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an "AUTHENTICATION ORDER"), together with an Officers' Certificate and delivered hereunder. Notwithstanding an Opinion of Counsel, authenticate Securities for original issue in the foregoing, if any Note shall have been authenticated aggregate principal amount and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver pursuant to such Note procedures acceptable to the Trustee for cancellation as provided are stated in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled the Authentication Order. In addition to the benefits matters required by Section 12.05, such Officers' Certificate and Opinion of this IndentureCounsel shall cover such other matters as the Trustee shall reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as an authenticating agent provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized The Notes shall be executed on behalf of the Company by all requisite corporate actions) shall sign two Officers of the Company. The signature of any of these Officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. 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 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.122.13, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Company to authenticate the Notes. 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 Company and Affiliates of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Dollar Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples multiple thereof. Euro Notes shall be issuable only in registered form without coupons in denominations of $1,000(euro)1,000 and any integral multiple thereof.

Execution and Authentication. An At least one Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall must sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid. A Note will not be valid nevertheless. No Note shall be entitled to any benefit under 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 executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall the Trustee. The signature will be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding The Trustee shall, upon a written order of the foregoingCompany signed by one Officer (an “Authentication Order”), if any Note shall have been authenticated and delivered hereunder but never issued and sold by authenticate Notes for original issue on the Issuer, and the Issuer shall deliver such Note Issue Date in an aggregate principal amount not to the Trustee for cancellation exceed $210.0 million (other than as provided in Section 2.122.07). Such Authentication Order shall specify the number, for all purposes principal amount of this Indenture Notes and registered Holder of each of the Notes to be authenticated, whether the Notes are to be issued as Definitive Notes or Global Notes, delivery instructions and such Note other information as the Trustee shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturereasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an 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 Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes The Company may issue additional Notes (“Additional Notes”) under the indenture from time to time, to the extent the incurrence of this Indenturethe relevant Indebtedness and Liens are permitted hereunder. The Notes shall and any Additional Notes subsequently issued hereunder will be issuable only in registered form without coupons in minimum denominations of $2,000 treated as a single class for all purposes, including waivers, amendments, redemptions and integral multiples of $1,000offers to purchase. Unless the context requires otherwise, references to ‘‘Notes’’ for all purposes hereunder include any Additional Notes that are actually issued; provided that Additional Notes will not be issued with the same CUSIP, if any, as the notes unless such Additional Notes are fungible with the notes for U.S. federal income tax purposes.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) Two Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. A Note shall not be valid neverthelessuntil authenticated by the manual signature of the Trustee. No Note The signature of the Trustee shall be entitled to any benefit conclusive evidence that the Note has been authenticated under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Indenture. The form of Trustee's certificate of authentication substantially in the form provided for herein executed to be borne by the Trustee by manual signature of an authorized officer, and such certificate upon any Note Notes shall be conclusive evidencesubstantially as set forth in Exhibit A attached hereto. The Trustee shall, and upon a Company Order, authenticate for original issue up to $50,000,000 aggregate principal amount of the only evidence, that such Note has been duly authenticated and delivered hereunderNotes. Notwithstanding the foregoing, if The aggregate principal amount of Notes outstanding at 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 Trustee for cancellation time may not exceed $50,000,000 except as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture2.7 or 2.14 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Company or an Affiliate of the IssuerCompany. Each Paying Agent The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Note is designated registered as an authenticating agent the owner of such Note for purposes the purpose of receiving payment of principal of and (subject to the provisions of this Indenture. The Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000affected by notice to the contrary.

Execution and Authentication. An Two Officers of the Issuer shall sign, or one Officer of the Issuer shall sign and one Officer of the Issuer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 1,000 principal amount at maturity and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer officer of each Issuer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. 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 Issuers and Affiliates of the IssuerIssuers. 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 minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. 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 Issuers and Affiliates of the IssuerIssuers. 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 minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an "AUTHENTICATION ORDER"), together with an Officers' Certificate and delivered hereunderan Opinion of Counsel, authenticate Securities for original issue in the aggregate principal amount stated in the Authentication Order. Notwithstanding The Officers' Certificate and Opinion of Counsel shall each state that all conditions precedent provided for or relating to the foregoing, if any Note shall issuance of such Securities have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturecomplied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as an authenticating agent provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating authenti- cating 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 Issuers and Affiliates of the IssuerIssuers. 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 minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or any Vice President. The signature of any of these officers on the Notes may be manual or facsimile signaturefacsimile. 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 this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in On the form provided for herein executed by Issue Date, the Trustee shall, upon receipt of a written order of the Issuer signed by manual signature an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an authorized officer, Authentication Order authenticate and such certificate upon deliver any Note Additional Notes. Such Authentication Order shall specify the amount of the Notes to be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indentureauthenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an 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 Holders or an Affiliate of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes No Note shall be issuable entitled to any benefit under 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 in Exhibit A attached hereto, executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only in registered form without coupons in minimum denominations of $2,000 evidence, that such Note has been duly authenticated and integral multiples of $1,000delivered hereunder.

Execution and Authentication. An At least one Officer (who shall, in of each case, have been duly authorized by all requisite corporate actions) of the Issuers shall sign execute the Notes for on behalf of each of the Issuer Issuers by manual signature or facsimile signaturefacsimile. If an Officer of the Issuers whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. No A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for herein executed of Exhibit A attached hereto, as the case may be, by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding On the foregoingIssue Date, 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 Trustee shall, upon receipt of an order from the Issuers, duly signed by an Officer of each of the Issuers (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for cancellation as provided an aggregate principal amount specified in Section 2.12, such Authentication Order for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureAdditional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an 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 Holders or an Affiliate 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 minimum denominations of $2,000 and integral multiples of $1,000Issuers.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by manual one Officer of the Issuer. The signature of such Officer on the Notes may be manual, facsimile or facsimile signatureelectronic (including “.pdf”). 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 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 executed by the Trustee by manual signature of an authorized officermanual, facsimile or electronic (including “.pdf”) signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. 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 initially issuable only in registered form without coupons in denominations of $1,450 and any integral multiple of $1,450 in excess thereof. PIK Interest on the Notes, if elected to be paid in accordance with Section 2.20, will be made in registered form without coupons in denominations of $1.00 and integral multiples of $1.00 in excess thereof and thereafter, the Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1.00 and integral multiples of $1,0001.00 in excess thereof.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes Securities for the Issuer by manual or facsimile signature. If an the 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 Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. No Note Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note Security shall be conclusive evidence, and the only evidence, that such Note Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note Security to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent reasonably acceptable to agents with the consent of the Issuer to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same 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 Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000; provided, however, that Additional Senior PIK Securities issued in payment of interest or Additional Interest will be issued in denominations of $1 and integral multiples of $1,0001.

Execution and Authentication. An Officer (who shallmust sign the Notes for the Company and an Officer or director of each Guarantor must sign such Guarantor's Guarantee, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer or director whose signature is on a Note was an Officer at the time of such execution but or Guarantee no longer holds that office at the time the Trustee authenticates the Notea Note or Guarantee is authenticated, the Note shall or Guarantee will nevertheless be valid. A Note will not be valid nevertheless. No Note shall be entitled to any benefit under 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 executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall the Trustee. The signature will be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated under this Indenture. On the date of this Indenture, the Trustee will, upon receipt of a written order of the Company signed by two Officers (an "AUTHENTICATION ORDER"), authenticate the Notes for $55.0 million in aggregate principal amount. The Company may issue additional Notes under the Indenture from time to time after such offering; PROVIDED, HOWEVER, such Notes are assigned a rating of at least B3 from Moody's and at least B- from Standard & Poor's at the time of issuance. The Authentication Order or the Officer's Certificate delivered hereunder. Notwithstanding the foregoing, if in connection with any Note such issuance of additional Notes shall state that such Notes have been authenticated assigned a rating that satisfies this requirement. Any issuance of additional Notes is subject to all of the terms and delivered hereunder but never provisions set forth in this Indenture. All Notes issued and sold by under the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation Indenture will be treated as provided in Section 2.12, a single class for all purposes of this Indenture such Note shall be deemed never under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturepurchase. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an 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 Holders or an Affiliate 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 minimum denominations of $2,000 and integral multiples of $1,000Company.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer for the Company and each Guarantor (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer Company and the Guarantees for each Guarantor by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. 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 41 -35- Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Company and Affiliates of the IssuerCompany. 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 minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in The Notes shall be executed on behalf of the Issuers by two Officers of each case, have been duly authorized by all requisite corporate actions) shall sign Issuer. The signature of any of these Officers on the Notes for the Issuer by manual may be manual, facsimile, .pdf attachment or facsimile other electronically transmitted signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Issuers to authenticate the Notes. 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 Issuers and Affiliates of the IssuerIssuers. 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 minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An At least one Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 principal amount and integral multiples of $1,0001,000 in excess thereof, subject to the issuance of PIK Interest Notes or the increase in the principal amount of a Global Note in order to evidence PIK Interest, which PIK Interest Notes or increased principal amount of a Global Note will be in denominations of $1.00 and integral multiples of $1.00 in excess thereof. On any Interest Payment Date on which the Issuer pays PIK Interest (a “PIK Payment”), with respect to a Global Note, the Trustee, or the Depository at the direction of the Trustee, will increase the principal amount of such Global Note, effective as of the applicable Interest Payment Date, by an amount equal to the PIK Interest payable, rounded up to the nearest whole dollar, for the relevant interest period on the principal amount of such Global Note, to the credit of the Holders on the relevant Record Date and an adjustment will be made on the books and records of the Trustee with respect to such Global Note to reflect such increase. Following an increase in the principal amount of a Global Note as a result of the payment of PIK Interest, such Global Notes will bear interest on such increased principal amount from and after the relevant Interest Payment Date. On any Interest Payment Date on which the Issuer makes a PIK Payment by issuing definitive Notes (a “PIK Interest Note”) under this Indenture having the same terms as the Notes, the principal amount of any such PIK Interest Note issued to any Holder, for the relevant interest period as of the relevant Record Date for such Interest Payment Date, will be rounded up to the nearest whole dollar.

Execution and Authentication. An Officer (who shallThe Senior Discount Notes shall be executed on behalf of the Company by its Chairman of the Board, in each caseChief Executive Officer, have been duly authorized by all requisite corporate actions) shall sign Chief Financial Officer, President or any Vice President. The signature of any of these officers on the Senior Discount Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Senior Discount Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Senior Discount Note, the Senior Discount Note shall be valid nevertheless. No Senior Discount Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Discount Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Senior Discount Note shall be conclusive evidence, and the only evidence, that such Senior Discount Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Discount Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Senior Discount Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Senior Discount Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 Senior Discount Notes shall be issuable only in fully registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by manual two Officers of the Issuer. The signature of any of these Officers on the Notes may be manual, facsimile, .pdf attachment or facsimile other electronically transmitted signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An Any one Officer (who shall, in shall execute the Senior Notes of each case, have been duly authorized series on behalf of TLGI by all requisite corporate actions) shall sign the Notes for the Issuer by either manual or facsimile signature. If an Officer whose signature is on a Senior Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteSenior Notes or at any time thereafter, the Senior Note shall be valid nevertheless. No A Senior Note shall be entitled to any benefit under this Indenture or not be valid or obligatory for any purpose unless there appears on such Note a until an authorized signatory of the Trustee manually signs the certificate of authentication substantially in on the form provided for herein executed by the Trustee by manual Senior Note. Such signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and evidence that the only evidence, that such Senior Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of under this Indenture. The Trustee shall authenticate Senior Notes for original issue upon receipt of an Officers' Certificate signed by any one Officer of TLGI directing the Trustee to authenticate the Senior Notes and certifying that all conditions precedent to the issuance of the Senior Notes contained herein have been complied with. With the prior written approval of TLGI, the Trustee may appoint an authenticating agent reasonably acceptable to the Issuer TLGI to authenticate the Senior Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Senior Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with the Issuer and Affiliates TLGI or with any 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 minimum denominations of $2,000 and integral multiples of $1,000TLGI's Affiliates.

Execution and Authentication. An One Officer shall sign (who shall, in each case, shall have been duly authorized by all requisite corporate actions) and shall sign attest to the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the NotesNotes at the expense of the Issuers. 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 Issuers and Affiliates of the IssuerIssuers. 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 minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by two Officers of the Issuer. The signature of any of these Officers on the Notes may be manual or facsimile signaturefacsimile. 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 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 €50,000 and any integral multiples multiple of $1,000€1,000 in excess thereof.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid neverthelessnevertheless valid. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, 2.12 and for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never not be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an 37 -28- 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 Company and Affiliates of the IssuerCompany. 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 minimum denominations of $2,000 1,000 and any integral multiples multiple thereof. The Notes shall be dated the date of $1,000their authentication.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. 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 Company and Affiliates Affili- 36 -28- ates of the IssuerCompany. 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 minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by manual one Officer of the Issuer. The signature of such Officer on the Notes may be manual, facsimile or facsimile signatureelectronic (including “.pdf”). 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 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 executed by the Trustee by manual signature of an authorized officermanual, facsimile or electronic (including “.pdf”) signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. 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 initially issuable only in registered form without coupons in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. PIK Interest on the Notes, if elected to be paid in accordance with Section 2.20, will be made in registered form without coupons in denominations of $1.00 and integral multiples of $1.00 in excess thereof and thereafter, the Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1.00 and integral multiples of $1,0001.00 in excess thereof.

Execution and Authentication. An One Officer of the Issuer (who shall, in each case, shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid nevertheless. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a until an authorized signatory of the Trustee manually signs the certificate of authentication substantially on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 upon a written order of the Issuer. In addition, the Trustee shall authenticate Notes thereafter in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including, without limitation, Section 4.10) for original issue upon a written order of the Issuer in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and Officer’s Certificate. Each such certificate upon any Note Officer’s Certificate shall specify the amount of Notes to be conclusive evidence, authenticated and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding date on which 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 Notes are to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indentureauthenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 Table of Contents -33- 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 minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 and integral multiples of $1,000.the

Execution and Authentication. An At least one Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign execute the Notes for on behalf of the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. No A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for herein executed of Exhibit A by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding On the foregoingIssue Date, 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 Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for cancellation as provided an aggregate principal amount specified in Section 2.12, such Authentication Order for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureAdditional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an 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 Holders or an Affiliate of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes The Trustee shall have the right to decline to authenticate and deliver any Notes if (a) the Trustee, being advised by counsel, determines, in its reasonable discretion, that such action may not be taken lawfully, or (b) the Trustee in good faith by its Board of this Indenture. The Notes trustees, executive committee or a trust committee of directors and/or Responsible Officers shall be issuable only determine, in registered form without coupons in minimum denominations its reasonable discretion, that such action would expose the Trustee to personal liability to Holders of $2,000 and integral multiples of $1,000any then outstanding Notes.

Execution and Authentication. An The Notes shall be executed on behalf of the Company, by manual or facsimile signature, by its Chairman of the Board, its President or one of its Vice Presidents and attested by another Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. A Note shall not be valid neverthelessuntil authenticated by the manual signature of the Trustee. No Note The signature of the Trustee shall be entitled conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall, upon a Company Order, authenticate for original issue Notes in any benefit aggregate principal amount. The aggregate principal amount of Notes that may be authenticated and delivered under 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 executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indentureis unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Company or an Affiliate of the IssuerCompany. Each Paying Agent The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Note is designated registered as an authenticating agent the owner of such Note for purposes the purpose of receiving payment of principal of and (subject to the provisions of this Indenture. The Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, regardless of whether such Note is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000affected by notice to the contrary.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes for the Issuer by manual or facsimile signature. If an 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 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 Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. 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 minimum denominations of $2,000 1,000 principal amount and any integral multiples multiple of $1,0001.00.