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

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee by an authorized signatory, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary Authorized Officer of the Company. The signature of any of these officers such Authorized Officer on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual or facsimile signature of an authorized signatory of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder’s attorney-in-fact. Such signature by an authorized signatory of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatorysignatory of the Purchase Contract Agent by manual signature, and such certificate of authentication upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer and the Co-Issuer by its Chairman an Authorized Officer of the BoardIssuer and the Co-Issuer, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyrespectively. The signature of any of these officers such Authorized Officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Authorized Officers of the Company Issuer or the Co-Issuer shall bind the CompanyIssuer or the Co-Issuer, as the case may be, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer and the Co-Issuer may deliver Notes executed by the Company Issuer and the Co-Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided in this Indenture and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an authorized signatorythe Authenticating Agent by the manual signature of one of their Authorized Officers, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Company Applicable Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of execution Authorized Officers of the Company Applicable Issuer shall bind the CompanyApplicable Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Applicable Issuer may deliver Notes executed by the Company Applicable Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate Certificate of Authentication 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the BoardPresident, its President or one of its Vice Presidents. If , its corporate seal is reproduced thereonTreasurer, it shall be attested by the one of its Assistant Treasurers, its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationAgent, together with a Company Order for as such Holder's attorney-in-fact. Such signature by an authorized signatory of the authentication and delivery Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatorysignatory of the Agent by manual signature, and such certificate upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder's attorney-in-fact. Such signature by an authorized signatory of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatorysignatory of the Purchase Contract Agent by manual signature, and such certificate upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its Vice Chairman of the BoardChief Executive Officer, its President President, its Treasurer or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized officer of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder’s attorney-in-fact. Such signature by an authorized officer of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatoryofficer of the Purchase Contract Agent by manual signature, and such certificate of authentication upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, a Vice Chairman, its Vice Chairman of the BoardChief Executive Officer, its President Chief Financial Officer, its President, its Treasurer or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyPresident. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder’s attorney-in-fact. Such signature by an authorized signatory of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatorysignatory of the Purchase Contract Agent by manual signature, and such certificate of authentication upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyrespective Officers. The signature of any of these officers such Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time of execution the proper officers Officers of the Company Issuer shall bind the Company, Issuer notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and the Trustee or the Authenticating Agent, upon Issuer Order (which shall be deemed to be provided upon delivery of such executed Notes), and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by its Chairman any one director or officer and the secretary of the Board, its Vice Chairman Company under the common seal of the Board, its President or one of its Vice Presidents. If its corporate seal is Company reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these directors or officers on the Senior Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Senior Notes bearing the manual or facsimile signatures of individuals who were at any time the proper directors or officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices positions prior to the authentication and delivery of such Senior Notes or did not hold such offices positions at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Senior Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such NotesSenior Notes directing the Trustee to authenticate the Senior Notes and certifying that all conditions precedent to the issuance of Senior Notes contained herein have been fully complied with, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Senior Notes as in this Indenture provided and not otherwise. The Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Senior Notes. Such order shall specify the amount of Senior Notes to be authenticated and the date on which the original issue of Senior Notes is to be authenticated. The Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Senior Notes originally issued pursuant to the Prospectus (less the aggregate principal amount, if any, of the Senior Notes originally purchased and delivered in definitive registered form), (ii) shall be registered in the name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the effect specified in Exhibit A to this Indenture (or in the form required by the Depositary). The Depositary must, at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by an manual signature of one of its duly authorized signatorysignatories, and such certificate upon any Senior Note shall be conclusive evidence, and 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the IndentureCompany, pursuant to Article Eight, shall be amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such amalgamation or consolidation, or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Senior Notes authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Senior Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Senior Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Senior Notes as specified in such request for the purpose of such exchange. If Senior Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Senior Notes, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Senior Notes at the time Outstanding held by such Holder for Senior Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the BoardChief Executive Officer, its President Chief Financial Officer or its Treasurer, and attested by its Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual manual, facsimile or facsimile. If electronic signature (including any electronic signature covered by the Company elects U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx) and shall not be required to reproduce its be under the Company’s corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notesseal. Notes bearing the manual manual, facsimile or facsimile electronic signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Pursuant to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401a Company Order, the Company may deliver Trustee shall authenticate for original issue Notes executed by in an aggregate principal amount specified in the Company to Order. The Trustee shall be provided with an Officer’s Certificate and an Opinion of Counsel of the Trustee for authentication, together Company that it may reasonably request in connection with a Company Order for the such authentication and delivery of such Notes, and the Trustee in accordance with the . Such Company Order shall authenticate specify the amount of Notes to be authenticated and deliver such Notesthe date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of Base Indenture executed by the Trustee by an authorized signatorymanual, facsimile or electronic signature (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx), 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of execution Authorized Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate Certificate of Authentication 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If Presidents and its corporate seal is reproduced thereon, it shall be attested by the Treasurer or one of its Assistant Treasurers or its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationAgent, together with a Company Order for as such Holder's attorney-in-fact. Such signature by an authorized signatory of the authentication and delivery Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatorysignatory of the Agent by manual signature, and such certificate upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary Presidents or an Assistant Secretary of the CompanyTreasurer. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationAgent, together with a Company Order for as such Holder's attorney-in-fact. Such signature by an authorized signatory of the authentication and delivery Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatorysignatory of the Agent by manual signature, and such certificate upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice PresidentsOfficers. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers on the Notes may be manual or facsimile. If the Company Issuer elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental the Indenture and as provided in Section 401301, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee by an authorized signatory, 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 CompanyIssuer, and the Company Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 409309, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be President and attested by the its Secretary or an Assistant Secretary of the CompanySecretary. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each A Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or not be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name until an authorized signatory of the Trustee by an authorized signatory, and such certificate upon any manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence, and the only evidence, evidence that such Note has been duly and validly authenticated and issued under this Indenture. The Trustee will, upon receipt of a Company Order, authenticate Notes, including any Additional Notes, in an unlimited aggregate principal amount, subject to the provisions of this Indenture. Each Company Order will specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and, in the case of Additional Notes, the issue price of such Notes. The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. In case the Company pursuant to Article IX shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered hereunder. Notwithstanding in any new name of a successor Person pursuant to this Section 2.12 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the foregoingoption of the Holders but without expense to them, if any Note shall have been provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver in such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturenew name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of execution Authorized Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Collateral Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notesthe Collateral Trustee or the Authenticating Agent, and the Trustee in accordance with the Company Order upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in executed by the name Collateral Trustee or by the Authenticating Agent by the manual signature of the Trustee by an one of their authorized signatorysignatories, and such certificate Certificate of Authentication 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Class A Notes shall be executed on behalf of the Company Issuer by its Chairman one of the Board, its Vice Chairman Authorized Officers of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers such Authorized Officer on the Class A Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Class A Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Authorized Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Class A Notes or did not hold such offices at the date of issuance of such Class A Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Class A Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesClass A Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent to or upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Class A Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Class A Notes issued upon transfer, exchange or replacement of other Class A Notes shall be issued in authorized denominations, if applicable, reflecting the original aggregate principal amount or notional amount, as the case may be, of the Class A Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount or notional amount, as the case may be, of the Class A Notes so transferred, exchanged or replaced. In the event that any Class A Note is divided into more than one Class A Note in accordance with this Article II, the original principal amount or notional amount, as the case may be, of such Class A Note shall be proportionately divided among the Class A Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount or notional amount, as the case may be, of such subsequently issued Class A Notes. No Class A Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Class A Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate upon any Class A Note shall be conclusive evidence, and the only evidence, that such Class A 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman an Authorized Officer of the Board, its Vice Chairman of Owner Trustee or the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAdministrator. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers Authorized Officers of the Company Owner Trustee or the Administrator shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Supplemental Indenture and as provided the conditions set forth in Section 4012.08 hereof, the Company may deliver Notes executed by the Company to the Indenture Trustee for authentication, together with a Company shall upon Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver the Notes for original issue in the following principal amount: $_____________. The aggregate principal of the Notes Outstanding at any time may not exceed such Notesamount. Each Note The Notes that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on the Closing Date shall be dated ___________, 200_. All other Notes that are authenticated after the Closing Date for any other purpose under the Indenture shall be dated the date of its their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 initial principal amount and integral multiples of $1,000 in excess thereof; provided however, that any Note may be issued in such denominations as may be necessary to represent the remainder of the aggregate principal amount of the Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in herein executed by the name of the Indenture Trustee by an the manual signature of one of its authorized signatorysignatories, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The One Officer shall sign the Notes shall be executed on behalf of for the Company by its Chairman manual, facsimile or electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual, facsimile or electronic signature of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyTrustee. The signature of any of these officers on shall be conclusive evidence that the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such NotesNote has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual, facsimile or electronic signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Notes referred to in the within-mentioned Indenture. The Bank of New York Mellon Trust Company, N.A., as Trustee Date: By: Authorized Signatory Each Note shall be dated the date of its authentication. With respect to Notes that are not to be originally issued at one time, the Trustee may conclusively rely, as to the authorization by the Company of any of such Notes, on the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to this Section, as applicable, in connection with the first authentication of Notes. Notwithstanding the foregoing, if any Note shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4092.13 hereof together with a written statement stating that such Note has never been issued and sold by the Company, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficers. The signature of any of these officers such Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of execution Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate Certificate of Authentication 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its Vice Chairman of the BoardChief Executive Officer, its President President, its Treasurer or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized officer of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder’s attorney-in-fact. Such signature by an authorized officer of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatoryofficer of the Purchase Contract Agent by manual signature, and such certificate upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President Chief Executive Officer (or any Co-Chief Executive Officer if the title is allocated to more than one person), its President, its Chief Financial Officer or its Treasurer, and attested by its Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile and shall not be required to be under the Company elects to reproduce its Company’s corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notesseal. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Pursuant to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401a Company Order, the Company may deliver Trustee shall authenticate for original issue Notes executed by in an aggregate principal amount specified in the Company Order. The Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel of the Trustee for authentication, together Company that it may reasonably request in connection with a Company Order for the such authentication and delivery of such Notes, and the Trustee in accordance with the . Such Company Order shall authenticate specify the amount of Notes to be authenticated and deliver such Notesthe date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of Base Indenture executed by the Trustee by an authorized signatorymanual or facsimile 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with an Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its Vice Chairman the Chief Executive Officer, the Chief Financial Officer, the President, one of the BoardVice Presidents, its President the Treasurer, one of the Assistant Treasurers, the Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder’s attorney-in-fact. Such signature by an authorized signatory of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatorysignatory of the Purchase Contract Agent by manual signature, and such certificate of authentication upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the BoardChief Executive Officer, its President Chief Financial Officer or its Treasurer, and attested by its Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary Assistant Corporate Secretaries or an Assistant Secretary of the CompanyDeputy Corporate Secretaries. The signature of any of these officers on the Notes may be manual manual, facsimile or facsimile. If electronic signature (including any electronic signature covered by the Company elects U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx) and shall not be required to reproduce its be under the Company’s corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notesseal. Notes bearing the manual manual, facsimile or facsimile electronic signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Pursuant to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401a Company Order, the Company may deliver Trustee shall authenticate for original issue Notes executed by in an aggregate principal amount specified in the Company to Order. The Trustee shall be provided with an Officers’ Certificate and an Opinion of Counsel of the Trustee for authentication, together Company that it may reasonably request in connection with a Company Order for the such authentication and delivery of such Notes, and the Trustee in accordance with the . Such Company Order shall authenticate specify the amount of Notes to be authenticated and deliver such Notesthe date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of Base Indenture executed by the Trustee by an authorized signatorymanual, facsimile or electronic signature (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx), 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman one of the Board, its Vice Chairman Authorized Officers of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Authorized Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided in this Indenture and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent to or upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations, if applicable, reflecting the original aggregate principal amount or notional amount, as the case may be, of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount or notional amount, as the case may be, of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article II, the original principal amount or notional amount, as the case may be, of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount or notional amount, as the case may be, of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its the Vice Chairman Chairman, the President, the Chief Financial Officer, the Chief Administrative Officer, General Counsel, Secretary or any Vice President (or other officer performing similar functions) of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by Company and delivered to the Secretary or an Assistant Secretary of the CompanyAgent. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationAgent, together with a Company Order for as such Holder's attorney-in-fact. Such signature by an authorized signatory of the authentication and delivery Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatorysignatory of the Agent by manual signature, and such certificate upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Company Applicable Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of execution Authorized Officers of the Company Applicable Issuer shall bind the CompanyApplicable Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Applicable Issuer may deliver Notes executed by the Company Applicable Issuer to the Collateral Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notesthe Collateral Trustee or the Authenticating Agent, and the Trustee in accordance with the Company Order upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in executed by the name Collateral Trustee or by the Authenticating Agent by the manual signature of the Trustee by an one of their authorized signatorysignatories, and such certificate Certificate of Authentication 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its Vice Chairman of the BoardChief Financial Officer, its the Treasurer, the President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary President of the Company. The signature of any of these officers individuals on the Notes may be a manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then facsimile signature of such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals an individual who were was at any time the proper officers officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them individual shall have ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Notes, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex ASection 2.02, signed manually in the name of duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.08 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Company, for all purposes of the Indenture this Indenture, such Note shall be deemed never not to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Applicable Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of execution Authorized Officers of the Company Applicable Issuer shall bind the CompanyApplicable Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Applicable Issuer may deliver Notes executed by the Company Applicable Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate Certificate of Authentication 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman a member of the Board, its Vice Chairman Board of Directors and a member of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary Supervisory Committee (a Syndic) of the Company. The signature of any of these officers such Director and Syndic on the Notes may be manual manual, or by facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Directors or Syndics of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices positions prior to the authentication and delivery of such Notes or did not hold such offices positions at the date of authentication and delivery of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company (as set forth above) to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee Trustee, in accordance with the such Company Order Order, shall authenticate and deliver such NotesNotes as provided in this Indenture and not otherwise. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee (a) being advised by counsel determines that such action may not lawfully be taken or (b) acting in good faith through its board of directors or board of trustees, executive committee, or a trust committee of directors or trust officers shall determine that such action would expose the Trustee to personal liability to Holders. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of Exhibit A hereto executed by the Trustee by an authorized signatorymanual 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company (a) by its Chairman of the BoardChief Executive Officer, its Vice Chairman of the BoardPresident, its President Chief Financial Officer or one any of its Vice Presidents and (b) by its Treasurer, any Assistant Treasurer, the Secretary or any of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. The Company Order shall specify the amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as a Global Notes or as Physical Notes, and whether any such Notes to be authenticated are Affiliate Notes. The Trustee in accordance with the such Company Order shall authenticate and deliver such NotesNotes as in this Indenture provided and not otherwise. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an authorized signatorymanual 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer and the Co-Issuer by its Chairman an Authorized Officer of the BoardIssuer and the Co-Issuer, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyrespectively. The signature of any of these officers such Authorized Officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Authorized Officers of the Company Issuer or the Co-Issuer shall bind the CompanyIssuer or the Co-Issuer, as the case may be, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer and the Co-Issuer may deliver Notes executed by the Company Issuer and the Co-Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon Issuer Order (which Issuer Order shall, in accordance connection with a transfer of Notes hereunder, be deemed to have been provided upon the Company Order delivery of an executed Note to the Trustee), shall authenticate and deliver such NotesNotes as provided in this Indenture and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an authorized signatorythe Authenticating Agent by the manual signature of one of their Authorized Officers, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes Securities shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its Vice Chairman of the BoardChief Financial Officer, its the Treasurer, the President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary President of the Company. The signature of any of these officers individuals on the Notes Securities may be a manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then facsimile signature of such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the NotesSecurities. Notes Securities bearing the manual or facsimile signatures of individuals an individual who were was at any time the proper officers officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them individual shall have ceased to hold such offices office prior to the authentication and delivery of such Notes Securities or did not hold such offices office at the date of such NotesSecurities. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Securities, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such NotesSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesSecurities. Each Note Security shall be dated the date of its authentication. No Note Security shall be entitled to any benefit under the 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 in Annex ASection 2.02, signed manually in the name of duly executed by the Trustee by manual signature of an authorized signatory, 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 hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note Security to the Trustee for cancellation as provided in Section 4093.08 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of the Indenture this Indenture, such Note Security shall be deemed never not to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents. If , under its corporate seal is seal, if any, reproduced thereon, it shall be thereon attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Senior Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes or did not hold such offices at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Senior Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver make such NotesSenior Notes available for delivery. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in herein executed by the name Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee by or an authorized signatoryAuthenticating Agent, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Note to the Trustee for cancellation as provided in Section 4093.10, for all purposes of the this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its any Vice Presidents. If its corporate seal is reproduced thereonPresident, it shall be attested by the its Secretary or an any Assistant Secretary of the CompanySecretary. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company when their signatures were affixed to such Notes shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note At any time and from time to time after the execution and delivery of this Indenture and after the effectiveness of the Exchange Offer Registration Statement under the Securities Act with respect thereto, the Company may deliver Exchange Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Exchange Notes and a like principal amount of Original Notes for cancellation in accordance with Section 3.10, and the Trustee in accordance with the Company Order shall be dated authenticate and make available for delivery such Notes. Prior to authenticating any Exchange Notes, and accepting any additional responsibilities under this Indenture in relation to such Notes, the date of its authentication. No Note Trustee shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex Areceive, signed manually in the name of the Trustee by an authorized signatoryupon request, and such certificate upon any Note (subject to Section 6.01) shall be conclusive evidencefully protected in relying upon, and the only evidence, that such Note has been duly authenticated and delivered hereunderan Opinion of Counsel in accordance with Section 1.02. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Company, for all purposes of the 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 shall not be required to authenticate or to cause an Authentication Agent to authenticate any Notes if the Indentureissue of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties, indemnities or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its Vice Chairman of the BoardChief Executive Officer, its President President, its Treasurer or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized officer of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder's attorney-in-fact. Such signature by an authorized officer of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatoryofficer of the Purchase Contract Agent by manual signature, and such certificate upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyany Officer. The signature of any of these officers an Officer on the Notes may be manual or via facsimile. If , .pdf transmission or other electronic means of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the a proper officers officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. On the Issue Date, the Company shall deliver the Initial Notes in the aggregate principal amount of $500,000,000 executed by the Company to the Trustee for authentication, together with a Company Order directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes. Upon receipt of a Company Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed $500,000,000 plus any increase in the aggregate principal amount of the Notes as a result of any Additional Notes issued; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes and any Additional Notes of a like aggregate principal amount in accordance with an Exchange Offer pursuant to a Registration Rights Agreement and a Company Order for the authentication and delivery of such Exchange Notes and certifying that all conditions precedent to the issuance of such Exchange Notes are complied with. In each case, the Trustee shall receive a Company Order and an Opinion of Counsel of the Company that it may reasonably require in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex AExhibit 1 to the Appendix, signed manually in the name of duly executed by the Trustee by manual signature of an authorized signatoryofficer, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Company or any Subsidiary Guarantor, pursuant to Article Eight of this Indenture., shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name. ARTICLE THREE

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice PresidentsOfficers. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers on the Notes may be manual or facsimile. If the Company Issuer elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental the Indenture and as provided in Section 401301, the Company Issuer may deliver Notes or, subject to the Issuer’s compliance with Sections 1008 and 1010, Additional Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes or Additional Notes, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Notes or Additional Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee by an authorized signatory, 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 CompanyIssuer, and the Company Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 409309, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the BoardChairman, its President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be President and attested by the its Secretary or an Assistant Secretary of the CompanySecretary. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time of execution the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the IndentureCompany, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders as attorney-in-fact for the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders as their attorney-in-fact and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary Authorized Officer of the Company. The signature of any of these officers such Authorized Officer on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual or facsimile signature of an authorized signatory of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder’s attorney-in-fact. Such signature by an authorized signatory of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatorysignatory of the Purchase Contract Agent by manual signature, and such certificate of authentication upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. (a) The Notes of each Series shall be executed by manual or facsimile signature on behalf of the Company applicable Issuers by its Chairman any Authorized Officers of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the NotesIssuers. Notes bearing the manual or facsimile signatures of individuals persons who were at any time the proper officers Authorized Officers of such applicable Issuers shall be entitled to all benefits under this Indenture, subject to the Company shall bind the Companyfollowing sentence, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture this Indenture, or be valid or obligatory for any purpose purpose, however, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex Aherein, signed manually in executed by the name of the Indenture Trustee by an authorized signatorymanual signature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding All Notes shall be dated the foregoing, if any Note respective dates of their authentication. The Indenture Trustee’s certificate of authentication shall have been authenticated and delivered hereunder but never issued and sold by be in substantially the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes following form: This is one of the Notes of a Series of Notes issued under the within mentioned Indenture. [Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.Trustee], not in its individual capacity but solely as Indenture Trustee ___________________________________ By: Authorized Signatory

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual manual, electronic or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of individuals an individual who were was at any time the proper officers Officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $600,000,000, executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the Persons named in such Issuer Order and certifying that the issuance of such Additional Notes is in compliance with Section 10.11 of this Indenture and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture., shall be merged, consolidated or amalgamated with or into or wind up into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in case of the Issuer, or all or substantially all of the properties or assets of such Guarantor in case of a Guarantor, to any Person, and the successor Person (other than the Issuer or such Guarantor, as applicable) formed by or surviving any such merger, consolidation or amalgamation or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. ARTICLE THREE

Execution, Authentication, Delivery and Dating. The Notes Debentures shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If Presidents under its corporate seal is reproduced thereon, it shall be or impressed thereon and attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Debentures may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Debentures bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Debentures or did not hold such offices at the date of such NotesDebentures. At any time and from time to time after Upon the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company or from time to time thereafter, Debentures may deliver Notes be executed by the Company and delivered to the Trustee for authentication, together with a and the Trustee shall thereupon authenticate and deliver said Securities to or upon Company Order for without any further action by the Company. Debentures may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant to instructions of such Notes, and the Trustee in accordance with the Company Order or a duly authorized agent, which instructions shall authenticate and deliver such Notesbe promptly confirmed in writing. Each Note Debenture shall be dated the date of its authentication. No Note Debenture shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Debenture a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an the manual signature of one of its authorized signatoryofficers, and such certificate upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13, Section 3.14 and Section 3.15 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication, execution on behalf of the Holders and delivery of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its Vice Chairman of the BoardChief Executive Officer, its President President, its Treasurer, one of its Vice Presidents or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyTreasurers. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized officer of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder’s attorney-in-fact. Such signature by an authorized officer of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatoryofficer of the Purchase Contract Agent by manual signature, and such certificate of authentication upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the proper officers officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. Each On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $400,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note and directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, and in connection with any Automatic Exchange pursuant to Section 2.3(c)(vii) in the Appendix, the Global Note that is not a Transfer Restricted Note, together with an Issuer Order for the authentication and delivery of such Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange and deliver the same to the persons in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer that it may reasonably require in connection with such authentication of Notes. Such Issuer Order shall specify the amount of Notes to be dated authenticated and the date of its authenticationon which such Notes are authenticated. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an affiliate of the Issuer.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company and Finance Co by its Chairman any two Officers of the Board, its Vice Chairman each of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. Company and Finance Co. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company and Finance Co shall bind the CompanyCompany and Finance Co, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuers shall deliver the Notes in the aggregate principal amount of $[—] executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Notes. At any time and from time to time after the Issue Date and in accordance with the Note Purchase Agreement, the Issuers may deliver additional Notes having identical terms and conditions to the Notes issued on the Issue Date (the “Additional Notes”) executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably require in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case an Issuer or any Guarantor, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the Indenturesuccessor Person resulting from such consolidation, or surviving such merger, or into which such Issuer or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture in the form of Exhibit D hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficers. The signature of any of these officers such Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company Issuer, shall bind the Company, Issuer notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its Vice Chairman of the BoardPresident, its Chief Operating Officer, its Chief Financial Officer, its Treaurer or any Vice President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be and attested by the its Secretary or an any Assistant Secretary of the CompanySecretary. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company when their signatures were affixed to such Notes shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note At any time and from time to time after the execution and delivery of this Indenture and after the effectiveness of the Exchange Offer Registration Statement under the Securities Act with respect thereto, the Company may deliver Exchange Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Exchange Notes and a like principal amount of Original Notes for cancellation in accordance with Section 3.10, and the Trustee in accordance with the Company Order shall be dated authenticate and make available for delivery such Exchange Notes. Prior to authenticating any Exchange Notes, and accepting any additional responsibilities under this Indenture in relation to such Exchange Notes, the date of its authentication. No Note Trustee shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex Areceive, signed manually in the name of the Trustee by an authorized signatoryupon request, and such certificate upon any Note (subject to Section 6.01) shall be conclusive evidencefully protected in relying upon, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided an Opinion of Counsel stating in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.substance:

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by one of its Chairman of the Board, its Vice Chairman of the BoardPresident, its President Chief Executive Officer, its Chief Financial Officer or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be Presidents and attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature signatures of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be Each Guarantor shall execute a Guarantee in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notesmanner set forth in Section 13.7. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after On the execution and delivery of this Supplemental Indenture and as provided in Section 401Issue Date, , the Company may deliver Notes in the outstanding aggregate principal amount of $247,337,500 executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver make available for delivery such NotesNotes as provided in this Indenture and not otherwise. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by an manual signature of one of its duly authorized signatorysignatories, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the IndentureCompany or any of its Subsidiaries, pursuant to Article VIII, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 3.3 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Note Registrar or Paying Agent to deal with the Company and its Affiliates. If an officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates such Note, such Note shall be valid nevertheless.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf by each of the Company Issuers by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companytwo Officers. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuers (or in the case of Mediacom LLC, of its sole member) shall bind the CompanyIssuers, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuers may deliver Initial Notes or Additional Notes executed by the Company Issuers to the Trustee for authentication, together with a Company Order an order for the authentication and delivery of such NotesNotes (the “Authentication Order”) directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with the Company such Authentication Order shall authenticate and deliver such Initial Notes or Additional Notes. Upon receipt of the Authentication Order, the Trustee shall authenticate for original issue Exchange Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes of a like aggregate principal amount. The Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably request in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Initial Notes, Additional Notes or Exchange Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case either of the IndentureIssuers, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which such Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuers’ Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as any Note Registrar or Paying Agent to deal with the Issuers and their Affiliates hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Trust by its Chairman of the Board, one of its Trustees or by one of its Vice Chairman of the Board, Presidents under its President common seal reproduced thereon and attested by its Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers individuals on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper Trustees or officers of the Company Trust shall bind the CompanyTrust, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Trust may deliver Notes executed by the Company Trust to the Indenture Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the . The Indenture Trustee in accordance with the Company Order shall authenticate and deliver such NotesNotes upon a Trust Order, without any further action by the Trust. Each Note All Notes shall be dated the date of its their authentication and shall bear interest from the date of issue at the rate, and mature on the date, set forth in the Trust Order requesting their authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name herein executed by or on behalf of the Indenture Trustee by manual signature by an authorized signatory, 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 In case the foregoingTrust, if pursuant to Article Eight, shall be consolidated or merged with or into any Note other Person or shall convey or transfer its assets substantially as an entirety to any other Person or Persons (other than a transfer pursuant to Section 8.03) and the successor Person resulting from such consolidation, or surviving such merger, or into which the Trust shall have been merged, or the Person or Persons which shall have received a conveyance or transfer as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance or transfer may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Indenture Trustee, upon Trust Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes option of the Indenture such Note Noteholders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered hereunder and in such new name. Each Note delivered under this Section 3.03 shall never be entitled to bear the benefits date of issue of the IndentureNote which was surrendered for it.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be President and attested by the its Secretary or an Assistant Secretary of the CompanySecretary. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each A Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or not be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name until an authorized signatory of the Trustee by an authorized signatory, and such certificate upon any manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence, and the only evidence, evidence that such Note has been duly and validly authenticated and issued under the Indenture. The Trustee will, upon receipt of a Company Order, authenticate Notes, including any Additional Notes, in an unlimited aggregate principal amount, subject to the provisions of the Indenture. Each Company Order will specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and, in the case of Additional Notes, the issue price of such Notes. The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in the Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. In case the Company pursuant to Article IX shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered hereunder. Notwithstanding in any new name of a successor Person pursuant to this Section 2.11 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the foregoingoption of the Holders but without expense to them, if any Note shall have been provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver in such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturenew name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman an Authorized Officer of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers such Authorized Officers on the Notes may be manual or via facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Authorized Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Credit Agreement, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee Note Administrator for authentication, together with a Company Order for the authentication and delivery of such Notesthe Note Administrator, and the Trustee in accordance with the Company Order upon Issuer Order, shall authenticate and deliver such NotesNotes as provided in this Indenture and Credit Agreement and not otherwise. Each Note authenticated and delivered by the Note Administrator upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture and Credit Agreement shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture and Credit Agreement or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in executed by the name Note Administrator or by the Authenticating Agent by the manual signature of the Trustee by an authorized signatoryone of its Authorized Officers, 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 The Class B Notes held by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note Notes Investor shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indentureheld as a Definitive Note.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman any Officer of the Board, its Vice Chairman Company (or any general partner of the BoardCompany or the ultimate general partner, its President sole or one managing member of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companysuch general partner). The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company or its general partner shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an authorized signatorymanual 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409213, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The One Officer shall sign the Notes shall be executed on behalf of for the Company by its Chairman manual, facsimile or electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual, facsimile or electronic signature of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyTrustee. The signature of any of these officers on shall be conclusive evidence that the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such NotesNote has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual, facsimile or electronic signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Notes referred to in the within-mentioned Indenture. The Bank of New York Mellon Trust Company, N.A., as Trustee Date: ______________ By: Authorized Signatory Each Note shall be dated the date of its authentication. With respect to Notes that are not to be originally issued at one time, the Trustee may conclusively rely, as to the authorization by the Company of any of such Notes, on the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to this Section, as applicable, in connection with the first authentication of Notes. Notwithstanding the foregoing, if any Note shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4092.13 hereof together with a written statement stating that such Note has never been issued and sold by the Company, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyany two Officers. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. Such Company Order shall identify the Notes to be authenticated, the date on which the original issue of the Notes is to be authenticated, the number of separate Note certificates, the principal amount of such Notes to be authenticated, the registered holder of each of the said Notes, and delivery instructions. On the Issue Date, the Company shall deliver the Initial Notes in the aggregate principal amount of $650,000,000 executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes; provided, however, that, notwithstanding anything to the contrary, no Opinion of Counsel will be required in connection with the authentication of the Initial Notes. In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably require in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the IndentureCompany, pursuant to Article Eight, shall be amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such amalgamation or consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Nine, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its President, one of its Executive or Senior Vice Chairman of the BoardPresidents or Chief Executive Officers or its Treasurer, and attested by its President Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Notes, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, Notes and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each If any Note shall be dated represented by a permanent Global Note, then, for purposes of this Section and Section 3.4, the date notation of its authenticationa beneficial owner’s interest therein upon original issuance of such Note or upon exchange of a portion of a temporary Global Note shall be deemed to be delivery in connection with the original issuance of such beneficial owner’s interest in such permanent Global Note. No Note The Trustee shall be entitled to any benefit under receive, and (subject to Section 6.1) shall be fully protected in relying upon, prior to the Indenture authentication and delivery of the Notes, (i) a Company Order for such authentication, (ii) the Board Resolution by or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in pursuant to which the form and terms of such Notes have been approved, (iii) an Officers’ Certificate stating that all conditions precedent provided for in Annex Athe Indenture have been complied with and that, signed manually in to the name best knowledge of the Trustee by an authorized signatorysigners of such certificates, and such certificate upon no Event of Default with respect to any Note shall be conclusive evidence, and of the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note Notes shall have been authenticated occurred and delivered hereunder but never issued be continuing and sold by the Company, and the Company shall deliver such Note (iv) an Opinion of Counsel substantially to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.effect that:

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company related Obligors or the Obligors' Agent by its Chairman of the Board, its Vice Chairman of the Board, its President or one any of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time of execution of such Notes the proper officers of the Company Obligors or the Obligors' Agent shall bind the Companyrelated Obligors, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture Master Agreement and as provided the related Series Supplement, and upon satisfaction of all the conditions set forth in Section 401the related Series Supplement, the Company Obligors' Agent may deliver Notes of the related Series (including Notes of any Class or Tranche within such Series) executed by the Company Obligors' Agent to the Trustee or Authenticating Agent for authentication, together with a Company an Obligors' Order for the authentication and delivery of such NotesNotes and an Officer's Certificate that all conditions precedent for such issuance have been satisfied, and the Trustee in accordance with the Company Obligors' Order shall authenticate and deliver make available for delivery such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture this Master Agreement or any Series Supplement or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee or the Authenticating Agent by an authorized signatorymanual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Master Agreement and the related Series Supplement. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the CompanyObligors' Agent, and the Company Obligors' Agent shall deliver such Note to the Trustee or the Authenticating Agent for cancellation as provided in Section 4095.08 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Obligors' Agent, for all purposes of the Indenture this Master Agreement such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturethis Master Agreement.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual manual, electronic or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of individuals an individual who were was at any time the proper officers Officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $650,000,000, executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the Persons named in such Issuer Order and certifying that the issuance of such Additional Notes is in compliance with Section 10.11 of this Indenture and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture., shall be merged, consolidated or amalgamated with or into or wind up into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in case of the Issuer, or all or substantially all of the properties or assets of such Guarantor in case of a Guarantor, to any Person, and the successor Person (other than the Issuer or such Guarantor, as applicable) formed by or surviving any such merger, consolidation or amalgamation or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. ARTICLE THREE

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be President and attested by the its Secretary or an Assistant Secretary of the CompanySecretary. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each A Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or not be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name until an authorized signatory of the Trustee by an authorized signatory, and such certificate upon any manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence, and the only evidence, evidence that such Note has been duly and validly authenticated and issued under this Indenture. The Trustee will, upon receipt of a Company Order, authenticate Notes in an unlimited aggregate principal amount, subject to the provisions of this Indenture. Each Company Order will specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated. The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. In case the Company pursuant to Article IX shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered hereunder. Notwithstanding in any new name of a successor Person pursuant to this Section 2.11 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the foregoingoption of the Holders but without expense to them, if any Note shall have been provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver in such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturenew name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the BoardChairman, its Vice Chairman of the Board, its President or one of its Vice Presidents. If Chief Executive Officer under its corporate seal is reproduced thereon, it shall be thereon and attested to by the Secretary or an any Assistant Secretary of the Company. The signature signatures of any of these officers such Officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. The Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication authentication, and make available for delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note If the Notes are to be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such Notes, authenticate and deliver one or more Notes in global form that (i) shall represent and shall be dated denominated in an amount equal to the date aggregate principal amount of the Outstanding Notes to be represented by such Note in global form, (ii) shall be registered in the name of the Depositary for such Note or Notes in global form or the nominee of such Depositary and (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction. Each Depositary designated by the Company for a Note in global form must, at the time of its authenticationdesignation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act and any other applicable statute or regulation. The Trustee shall have no responsibility to determine if the Depositary is so registered. Each Depositary shall enter into an agreement with the Trustee governing the respective duties and rights of such Depositary and the Trustee with regard to Notes issued in global form. No Note shall be entitled to any benefit benefits under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate until authenticated by the manual signature of authentication substantially in one of the form provided for in Annex A, signed manually in the name authorized signatories of the Trustee by or an authorized signatory, and such certificate Authenticating Agent. Such signature upon any Note shall be conclusive evidence, evidence and the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.9 together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Company, for all purposes of the 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 the this Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by (i) any one of its Chairman of the Board, its Vice Chairman of the BoardChief Executive Officer, its President, an Executive Vice President or a Senior Vice President and (ii) any one of its Treasurer or one of its Vice Presidents. If Assistant Treasurers or its corporate seal is reproduced thereon, it shall be attested by the Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationAgent, together with a Company Order for as such Holder's attorney-in-fact. Such signature by an authorized signatory of the authentication and delivery Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatorysignatory of the Agent by manual signature, and such certificate upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such NotesNotes as in this Indenture provided and not otherwise. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an authorized signatorymanual 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 In case the foregoingCompany, if pursuant to Article 5, shall, in one or more related transactions, be consolidated or merged with or into any Note other Person or shall sell, assign, transfer, convey or otherwise dispose of all or substantially all the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have participated in the sale, assignment, transfer, conveyance or other disposition as aforesaid, shall have assumed all of the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee pursuant to Article 5, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section 2.03 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturein such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman an Authorized Officer of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOwner Trustee. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers Authorized Officers of the Company Owner Trustee shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Supplemental Indenture and as provided the conditions set forth in Section 4012.8, the Company may deliver Notes executed by the Company to the Indenture Trustee for authenticationshall upon receipt of an Issuer Order, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver the Class A Notes for original issue in the principal amount equal to $[ ]. The aggregate principal amount of the Class A Notes outstanding at any time may not exceed such Notesamount. Each Note The Notes that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on the Closing Date shall be dated [ ]. All other Notes that are authenticated after the Closing Date for any other purpose under the Indenture shall be dated the date of its their authentication. The Class A Notes shall be issuable as registered Notes in the minimum denomination of $[25,000] and multiples of $[1,000] in excess thereof. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in herein executed by the name of the Indenture Trustee by an the manual signature of one of its authorized signatorysignatories, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf by each of the Company Issuers by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companytwo Officers. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuers (or in the case of Mediacom Broadband LLC, of its sole member) shall bind the CompanyIssuers, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuers may deliver Initial Notes or Additional Notes executed by the Company Issuers to the Trustee for authentication, together with a Company Order an order for the authentication and delivery of such NotesNotes (the “Authentication Order”) directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with the Company such Authentication Order shall authenticate and deliver such Initial Notes or Additional Notes. Upon receipt of the Authentication Order, the Trustee shall authenticate for original issue Exchange Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes of a like aggregate principal amount. The Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably request in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Initial Notes, Additional Notes or Exchange Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case either of the IndentureIssuers, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which such Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuers’ Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as any Note Registrar or Paying Agent to deal with the Issuers and their Affiliates hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers an Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized Officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time On or prior to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Issuance Date, the Company may shall deliver the Initial Notes in an aggregate principal amount not to exceed thirty million dollars ($30,000,000) executed by the Company to the Trustee for authentication, together with a Company Order for directing the authentication Trustee to authenticate the Initial Notes and delivery certifying that all conditions precedent to the issuance of such NotesNotes contained herein have been fully complied with, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Initial Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. The Trustee may appoint an Authenticating Agent acceptable to the IndentureCompany to authenticate Notes on behalf of the Trustee. Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Agent. An Authenticating Agent has the same rights as any Note Registrar or Paying Agent to deal with the Company and its Affiliates.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the BoardChief Executive Officer, the Chief Financial Officer, its President or President, one of its Vice Presidents. If , its corporate seal is reproduced thereonTreasurer, it shall be attested by the one of its Assistant Treasurers, its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder's attorney‑in‑fact. Such signature by an authorized signatory of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatorysignatory of the Purchase Contract Agent by manual signature, and such certificate of authentication upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company Issuer by its Chairman of the BoardBoard of Directors, its Vice Chairman of the BoardChairman, its President or one of its Vice Presidents. If , under its corporate seal is reproduced thereon, it shall be thereon attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Senior Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Senior Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes or did not hold such offices at on the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Senior Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Senior Notes, ; and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such NotesSenior Notes as provided in this Indenture and not otherwise. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunder. Notwithstanding In case the foregoingIssuer or the Partnership, if pursuant to Article Eight, shall be consolidated, merged with or into any Note other Person or shall sell, convey, assign, transfer or lease substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or the Partnership shall have been consolidated or merged, or the Person which shall have received a conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Senior Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer or lease may, from time to time, at the request of the successor Person, be exchanged for other Senior Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Senior Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the request of the successor Person, shall authenticate and deliver Senior Notes as specified in such Request for the purpose of such exchange. If Senior Notes shall at any time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Senior Notes, such successor Person, at the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Senior Notes at the time Outstanding for Senior Notes authenticated and delivered hereunder and shall never be entitled in such new name. The Trustee may appoint an authenticating agent acceptable to the benefits Issuer to authenticate Senior Notes on behalf of the IndentureTrustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Senior Notes whenever the Trustee may do so except upon original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Senior Note Registrar or Paying Agent to deal with the Issuer and its Affiliates.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary Officer of the Company. The signature of any of these officers such Officer on the Notes may be manual or by facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the proper officers an Officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of original issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Notes, executed by the Company Company, to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $500.0 million and (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, together with or of a different series) from time to time for original issue in aggregate principal amounts specified by the Company, in each case specified in clauses (i) and (ii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order for shall specify the authentication amount of Notes to be authenticated and delivery the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee in accordance may reasonably request; provided, that if any Additional Notes are not fungible with the Company Order Initial Notes for U.S. federal income tax purposes, such Additional Notes shall authenticate and deliver such have a separate “CUSIP,” “ISIN,” “Common Code” or other similar identification number, if any, from the Initial Notes, as specified by the Company. Each Note All Notes shall be dated the date of its their authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an authorized signatorymanual 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes Additional Obligations shall be executed on behalf of the Company by any Officer and attested by its Chairman of the Board, its Vice Chairman of the Board, its President Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers Officers on the Notes Additional Obligations may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Additional Obligations bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them shall have ceased to hold such offices prior to the authentication and delivery of such Notes Additional Obligations or did shall not hold have held such offices at the date of such NotesAdditional Obligations. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Additional Obligations executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such NotesAdditional Obligations, and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesAdditional Obligations as in this Indenture provided and not otherwise. Each Note All Additional Obligations shall be dated as provided in the Supplemental Indenture creating such Additional Obligations or in the absence thereof, the date of its their authentication. No Note Obligation shall be entitled to any right or benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Obligation (or an allonge thereto) a certificate of authentication substantially in the form provided for in Annex A, signed manually herein or in the name of Original Indenture, executed by the Trustee or the Authenticating Agent by an authorized signatorymanual signature, and such certificate upon any Note Obligation (or an allonge thereto) shall be conclusive evidence, and the only evidence, that such Note Obligation 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indentureor thereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficers. The signature of any of these officers such Officer on the Notes may be manual manual, facsimile or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Noteselectronic. Notes bearing the manual manual, electronic or facsimile signatures of individuals who were at any the time of execution the proper officers Officers of the Company Issuer shall bind the Company, Issuer notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and the Trustee or the Authenticating Agent, upon Issuer Order (which shall be deemed to be provided upon delivery of such executed Notes), and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its President, one of its Executive or Senior Vice Chairman of the BoardPresidents or Chief Executive Officers or its Treasurer, and attested by its President Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Notes, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, Notes and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each If any Note shall be dated represented by a permanent Global Note, then, for purposes of this Section and Section 3.4, the date notation of its authenticationa beneficial owner's interest therein upon original issuance of such Note or upon exchange of a portion of a temporary Global Note shall be deemed to be delivery in connection with the original issuance of such beneficial owner's interest in such permanent Global Note. No Note The Trustee shall be entitled to any benefit under receive, and (subject to Section 6.1) shall be fully protected in relying upon, prior to the Indenture authentication and delivery of the Notes, (i) a Company Order for such authentication, (ii) the Board Resolution by or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in pursuant to which the form and terms of such Notes have been approved, (iii) an Officers' Certificate stating that all conditions precedent provided for in Annex Athe Indenture have been complied with and that, signed manually in to the name best knowledge of the Trustee by an authorized signatorysigners of such certificates, and such certificate upon no Event of Default with respect to any Note shall be conclusive evidence, and of the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note Notes shall have been authenticated occurred and delivered hereunder but never issued be continuing and sold by the Company, and the Company shall deliver such Note (iv) an Opinion of Counsel substantially to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.effect that:

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by any of its Chairman of the BoardAuthorized Officers, attested by its Vice Chairman of the Board, its President Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Authorized Officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes of each series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesNotes in accordance with such Company Order. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of this Indenture executed by the Trustee by an authorized signatorymanual 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 and never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.11, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company each Obligor by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If , under its corporate seal is reproduced thereon, it shall be thereon attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company any Obligor shall bind the CompanyObligor, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company each Obligor to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by manual signature of an authorized signatoryResponsible 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.11, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice PresidentsOfficers. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers on the Notes may be manual or facsimile. If the Company Issuer elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee by an authorized signatory, 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 CompanyIssuer, and the Company Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with an Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Notes Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its Vice Chairman the Chief Executive Officer, the Chief Financial Officer, the President, one of the BoardVice Presidents, its President the Treasurer, one of the Assistant Treasurers, the Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Certificates may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Certificates or did not hold such offices at the date of such NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder’s attorney‑in‑fact. Such signature by an authorized signatory of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and deliver Purchase Contracts evidenced by such NotesCertificate. Each Note Certificate shall be dated the date of its authentication. No Note Certificate shall be entitled to any benefit under the Indenture this Agreement or be valid or obligatory for any purpose unless there appears on such Note Certificate a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee herein executed by an authorized signatorysignatory of the Purchase Contract Agent by manual signature, and such certificate of authentication upon any Note Certificate shall be conclusive evidence, and the only evidence, that such Note Certificate 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman each of the Board, its Vice Chairman Co-Issuers by an Authorized Officer of each of the BoardCo-Issuers, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyrespectively. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of signing Authorized Officers of the Company Issuer shall bind the CompanyIssuer and Notes bearing the manual or facsimile signatures of individuals who were at the time of signing Authorized Officers of the Co-Issuer shall bind the Co-Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Co-Issuers may deliver Notes executed by the Company Co-Issuers to the Indenture Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Indenture Trustee in accordance with or the Authenticating Agent, upon Company Order Order, shall authenticate and deliver such NotesNotes as provided in this Indenture and not otherwise. Each Note authenticated and delivered by the Indenture Trustee or the Authenticating Agent to or upon Company Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in the Authorized Minimum Denominations reflecting the original Aggregate Outstanding Principal Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding Principal Amount of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original Aggregate Outstanding Principal Amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in executed by the name Indenture Trustee or by the Authenticating Agent by the manual or facsimile signature of the Trustee by an authorized signatoryone of their Authorized Officers, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the BoardChairman, its President or one a Vice President of its Vice Presidents. If the Company, under its corporate seal is reproduced thereon, it shall be thereon and attested by the its Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company and having the notation of Subsidiary Guarantees in substantially the form of Exhibit C hereto executed by the Subsidiary Guarantors to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such NotesNotes in substantially the form of Exhibit D hereto with the notation of Subsidiary Guarantees thereon as provided in this Indenture. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Indenture.Company, pursuant to and in compliance with Section 5.01 hereof, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Properties substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Section 5.02 hereof, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the proper officers officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. Each Note On the Issue Date, the Issuer shall be dated deliver the date of its authentication. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially Initial Notes in the form provided for in Annex A, signed manually in the name aggregate principal amount of the Trustee by an authorized signatory, 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 $400,000,000 executed by the Company, and the Company shall deliver such Note Issuer to the Trustee for cancellation as provided authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in Section 409such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for all purposes authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the persons in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case (other than the issuance of the Indenture such Note Initial Notes), the Trustee shall be deemed never to have been authenticated receive an Officer’s Certificate and delivered hereunder and shall never be entitled to the benefits an Opinion of Counsel of the Indenture.Issuer that it may reasonably require in connection with such authentication of Notes. Such Issuer Order shall specify the date on which the original issue of Notes is to be authenticated. In authenticating Additional Notes and accepting the additional responsibilities under this Indenture in relation to such Additional Notes, the Trustee shall receive, and be fully protected in relying on:

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman one of the Board, its Vice Chairman Authorized Officers of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of execution Authorized Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At Subject to the conditions for issuance of Notes hereunder, at any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order Trustee, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided in this Indenture and not otherwise. Each Note authenticated and delivered by the Trustee upon Issuer Order on the Closing Date shall be dated as of such date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations, if applicable, reflecting the original aggregate principal amount or notional amount, as the case may be, of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount or notional amount, as the case may be, of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article II, the original principal amount or notional amount, as the case may be, of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount or notional amount, as the case may be, of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee by an the manual signature of one of its authorized signatorysignatories, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the proper officers officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. Each Note On the Issue Date, the Issuer shall be dated deliver the date of its authentication. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially Initial Notes in the form provided for in Annex A, signed manually in the name aggregate principal amount of the Trustee by an authorized signatory, 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 $300,000,000 executed by the Company, and the Company shall deliver such Note Issuer to the Trustee for cancellation as provided authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in Section 409such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for all purposes authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the persons in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Exchange Notes for issue only in an Exchange Offer pursuant to the Registration Rights Agreement and only in exchange for Initial Notes or Additional Notes of an equal principal amount. In each case (other than the issuance of the Indenture such Note Initial Notes), the Trustee shall be deemed never to have been authenticated receive an Officer’s Certificate and delivered hereunder and shall never be entitled to the benefits an Opinion of Counsel of the Indenture.Issuer that it may reasonably require in connection with such authentication of Notes. Such Issuer Order shall specify the date on which the original issue of Notes is to be authenticated. In authenticating Additional Notes and accepting the additional responsibilities under this Indenture in relation to such Additional Notes, the Trustee shall receive, and be fully protected in relying on:

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyany two Officers. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. Such Company Order shall identify the Notes to be authenticated, the date on which the original issue of the Notes is to be authenticated, the number of separate Note certificates, the principal amount of such Notes to be authenticated, the registered holder of each of the said Notes, and delivery instructions. On the Issue Date, the Company shall deliver the Initial Notes in the aggregate principal amount of $500,000,000 executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes. On Company Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed $500,000,000, plus the aggregate principal amount of any Additional Notes issued; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes and any Additional Notes of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Registration Rights Agreement and the Company Order for the authentication and delivery of such Exchange Notes shall certify that all conditions precedent to the issuance of such Exchange Notes are complied with (including the effectiveness of the Exchange Offer Registration Statement related thereto). In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably require in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the IndentureCompany, pursuant to Article Eight, shall be amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such amalgamation or consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Nine, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Two Officers shall sign the Notes shall be executed on behalf of for the Company by its Chairman manual, facsimile or electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual signature of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyTrustee. The signature of any of these officers on shall be conclusive evidence that the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such NotesNote has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. On the Issue Date, the Company shall deliver the Initial Notes in the aggregate principal amount of $700,000,000 executed by the Company to the Trustee for authentication, together with a Company Order directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes. Upon receipt of a Company Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed $700,000,000 plus the aggregate principal amount of any Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes and any Additional Notes of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Registration Rights Agreement and a Company Order for the authentication and delivery of such Exchange Notes and certifying that all conditions precedent to the issuance of such Exchange Notes have been fully complied with. In each case, the Trustee shall receive a Company Order, an Officer’s Certificate and an Opinion of Counsel that it may reasonably require in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex Athe applicable exhibit to the Appendix, signed manually in the name of duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any the applicable 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Company, pursuant to Article Five of this Indenture, shall be consolidated or merged with or into another Person (whether or not the Company is the surviving Person) or shall sell, transfer, convey, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Five of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, transfer, conveyance, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon a Company Order of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents. If , under its corporate seal is seal, if any, reproduced thereon, it shall be thereon attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in herein executed by the name Trustee or an Authenticating Agent by manual signature of an authorized officer of the Trustee by or an authorized signatoryAuthenticating Agent, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.10, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be President and attested by the its Chief Financial Officer, Secretary or an Assistant Secretary of the CompanySecretary. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each A Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or not be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name until an authorized signatory of the Trustee by an authorized signatory, and such certificate upon any manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence, and the only evidence, evidence that such Note has been duly and validly authenticated and issued under this Indenture. The Trustee will, upon receipt of a Company Order, authenticate Notes in an unlimited aggregate principal amount, subject to the provisions of this Indenture. Each Company Order will specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated. The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. In case the Company pursuant to Article IX shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered hereunder. Notwithstanding in any new name of a successor Person pursuant to this Section 2.11 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the foregoingoption of the Holders but without expense to them, if any Note shall have been provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver in such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturenew name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman each of the Board, its Vice Chairman of the Board, its President or Issuer by one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficers. The signature of any of these officers such Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time of execution the proper officers Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. 1 Or such other prices in privately negotiated transactions determined at the time of sale. 2 The spread over LIBOR for each Class of Notes (other than the Class A-1 Notes) is subject to reduction pursuant to Section 9.8. 3 The spread over LIBOR applicable to the Class A-2 Notes shall be (a) 1.45% from the Closing Date to but excluding December 5, 2015 and (b) 1.95% thereafter. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes Securities shall be executed on behalf of the Company Corporation by its Chairman of the BoardPresident, its Vice Chairman of the Board, its President or one of its Vice Presidents. If , its Treasurer or an Assistant Treasurer under its corporate seal is reproduced thereon, it shall be or impressed thereon and attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Securities may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Corporation shall bind the CompanyCorporation, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Securities or did not hold such offices at the date of such NotesSecurities. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Corporation may deliver Notes the Securities executed by the Company Corporation to the Trustee for authentication, together with a Company Corporation Order for the authentication and delivery of such NotesSecurities, and the Trustee in accordance with the Company Corporation Order shall authenticate and deliver such NotesSecurities as in this Indenture provided and not otherwise. Each Note Security shall be dated the date of its authentication. No Note Security shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Security a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an the manual signature of one of its authorized signatorysignatories, 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 CompanyCorporation, and the Company Corporation shall deliver such Note Security to the Trustee for cancellation as provided in Section 4093.9, for all purposes of the 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 the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyany Officer. The signature of any of these officers Officer on the Notes may be manual or via facsimile. If , .pdf transmission or other electronic means of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized Officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the a proper officers officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. On the Issue Date, the Company shall deliver the Initial Notes in the aggregate principal amount of $550,000,000 executed by the Company to the Trustee for authentication, together with a Company Order directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex AExhibit 1 to the Appendix, signed manually in the name of duly executed by the Trustee by manual signature of an authorized signatory, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Company or any Subsidiary Guarantor, pursuant to Article Eight of this Indenture., shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name. ARTICLE THREE THE NOTES

Execution, Authentication, Delivery and Dating. The Notes Notes, when issued, shall be executed on behalf of the Company Issuer by its Chairman an Officer of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers an Officer on the Notes may be manual or facsimile. If facsimile or via pdf transmission or other electronic means of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized Officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the a proper officers Officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer’s Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer’s Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes executed by the Issuer in the aggregate principal amount of $110,000,000 to the Trustee for authentication, together with an Issuer’s Order directing the Trustee to authenticate such Notes, and the Trustee in accordance with such Issuer’s Order shall authenticate and deliver such Initial Notes, and the Issuer shall deliver further Initial Notes upon exercise of the Initial Purchaser’s Option up to an aggregate additional principal amount of $11,000,000 to the Trustee for authentication, together with an Issuer’s Order directing the Trustee to authenticate such Notes, and the Trustee in accordance with such Issuer’s Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with (i) an Issuer’s Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and (ii) an Opinion of Counsel which shall state that such Additional Notes, when authenticated and delivered by the Trustee and issued by the Issuer, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Thereafter, the Trustee in accordance with such Issuer’s Order shall authenticate and deliver such Additional Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex AExhibit 1 to the Appendix, signed manually in the name of duly executed by the Trustee by manual signature of an authorized signatory, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer, pursuant to Article VIII of this Indenture, shall be consolidated or merged with or into any other Person or shall sell, assign, transfer, lease or otherwise convey all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer shall have been merged, or the Person which shall have received a sale, assignment, transfer, lease or other conveyance as aforesaid, shall have expressly assumed the obligations of the Issuer pursuant to Article VIII of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, transfer, lease or other conveyance may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer’s Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be Presidents and attested by the its Secretary or an one of its Assistant Secretary Secretaries or one of the Companyits Vice Presidents. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. The Trustee shall authenticate and make available for delivery (i) Initial Notes for original issue in an aggregate principal amount not to exceed $100,000,000 and (ii) Exchange Notes or Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes in accordance with the terms of the Registration Rights Agreement. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in herein executed by the name Trustee or an Authenticating Agent by manual signature of an authorized officer of the Trustee by or an authorized signatoryAuthenticating Agent, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.11, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the proper officers Officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $300,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered Holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may, in accordance with Section 3.13, deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered Holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the Persons named in such Issuer Order and certifying that the issuance of such Additional Notes is in compliance with Section 10.11 of this Indenture and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture., shall be merged, consolidated or amalgamated with or into or wind up into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in case of the Issuer, or all or substantially all of the properties or assets of such Guarantor in case of a Guarantor, to any Person, and the successor Person (other than the Issuer or such Guarantor, as applicable) formed by or surviving any such merger, consolidation or amalgamation or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. ARTICLE THREE

Execution, Authentication, Delivery and Dating. The Notes ---------------------------------------------- Debentures shall be executed on behalf of the Company by its Chairman a duly authorized officer on behalf of the BoardCompany, its Vice Chairman of whose signature shall be certified by the Board, its President Company's Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Debentures may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Debentures bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Debentures or did not hold such offices at the date of such NotesDebentures. At any time and from time to time after Upon the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company or from time to time thereafter, Debentures may deliver Notes be executed by the Company and delivered to the Trustee for authentication, together with a and the Trustee shall thereupon authenticate and make available for delivery said Debentures upon Company Order for without any further action by the Company. Debentures may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant to oral instructions of such Notes, and the Trustee in accordance with the Company Order or a duly authorized agent, which instructions shall authenticate and deliver such Notesbe promptly confirmed in writing. Each Note Debenture shall be dated the date of its authentication. No Note Debenture shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Debenture a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an the manual signature of one of its authorized signatoryofficers, and such certificate upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual manual, electronic or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of individuals an individual who were was at any time the proper officers Officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $400,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the Persons named in such Issuer Order and certifying that the issuance of such Additional Notes is in compliance with Section 10.11 of this Indenture and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture., shall be merged, consolidated or amalgamated with or into or wind up into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in case of the Issuer, or all or substantially all of the properties or assets of such Guarantor in case of a Guarantor, to any Person, and the successor Person (other than the Issuer or such Guarantor, as applicable) formed by or surviving any such merger, consolidation or amalgamation or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, shall have executed a supplemental indenture hereto pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. ARTICLE THREE

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or any one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. Such Issuer Order shall identify the Notes to be authenticated, the date on which the original issue of the Notes is to be authenticated, the number of separate Note certificates, the principal amount of such Notes to be authenticated, the registered holder of each of the said Notes, and delivery instructions. On the Issue Date, the Issuer shall deliver the Notes in the aggregate principal amount of $250,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article 10 hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes, and in such case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Issuer that it may reasonably require in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the IndentureIssuer or any Guarantor, pursuant to Article 8, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article 9, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company and Finance Co by its Chairman any two Officers of the Board, its Vice Chairman each of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. Company and Finance Co. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company and Finance Co shall bind the CompanyCompany and Finance Co, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuers shall deliver the Notes in the aggregate principal amount of $300,000,000 executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Notes. At any time and from time to time after the Issue Date, the Issuers may deliver Additional Notes executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably require in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case an Issuer or any Subsidiary Guarantor, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the Indenturesuccessor Person resulting from such consolidation, or surviving such merger, or into which such Issuer or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture in the form of Exhibit D hereto hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual manual, electronic or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of individuals an individual who were was at any time the proper officers Officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $500,000,000, executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the Persons named in such Issuer Order and certifying that the issuance of such Additional Notes is in compliance with Section 10.11 of this Indenture and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture., shall be merged, consolidated or amalgamated with or into or wind up into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in case of the Issuer, or all or substantially all of the properties or assets of such Guarantor in case of a Guarantor, to any Person, and the successor Person (other than the Issuer or such Guarantor, as applicable) formed by or surviving any such merger, consolidation or amalgamation or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. ARTICLE THREE

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman each of the Board, its Vice Chairman of the Board, its President or Applicable Issuers by one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companytheir respective Authorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Authorized Officers of the Company Issuer or the Co-Issuer, as applicable, shall bind the CompanyIssuer and the Co-Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer and the Co-Issuer may deliver Notes executed by the Company Applicable Issuers to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided in this Indenture and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in Authorized Integrals reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this ARTICLE II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount (or original aggregate face amount, as applicable) of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an authorized signatorythe Authenticating Agent by the manual signature of one of their Authorized Officers, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes Debentures shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If Presidents under its corporate seal is reproduced thereon, it shall be or impressed thereon and attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Debentures may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Debentures bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Debentures or did not hold such offices at the date of such NotesDebentures. At any time and from time to time after Upon the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company or from time to time thereafter, Debentures may deliver Notes be executed by the Company and delivered to the Trustee for authentication, together with a and the Trustee shall thereupon authenticate and deliver said Securities to or upon Company Order for without any further action by the Company. Debentures may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant to oral instructions of such Notes, and the Trustee in accordance with the Company Order or a duly authorized agent, which instructions shall authenticate and deliver such Notesbe promptly confirmed in writing. Each Note Debenture shall be dated the date of its authentication. No Note Debenture shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Debenture a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an the manual signature of one of its authorized signatoryofficers, and such certificate upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be Presidents and attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal The Notes may be in the form of a facsimile thereof and may be impressedprinted, affixedlithographed, imprinted typewritten, mimeographed or otherwise reproduced on the Notesproduced. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and or delivery of such Notes or did not hold such offices at the date of authentication or delivery of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company together with a Company Order authorizing authentication thereof to the Trustee for authentication; and, together with a Company Order for the authentication and delivery upon receipt of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesNotes as in this Indenture provided and not otherwise. Notwithstanding anything herein to the contrary, the aggregate original principal amount of each class of the Notes that may be authenticated and delivered under this Indenture is limited to the aggregate Outstanding Note Balance for that Class as of the Closing Date, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of Notes pursuant to Section 3.4, 3.6 or 9.5 hereof. Each Note shall bear on its face the Closing Date and be dated as of the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears to be on such Note a certificate of authentication substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee by an the manual signature of one of its authorized signatoryofficers, 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.