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

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust by one of the Owner Trustee's Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual who was, at the time of execution thereof, an Authorized Officer of the Owner Trustee, on behalf of the Trust, shall bind the Owner Trustee on behalf of the Trust, 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. (b) At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee may deliver Notes executed by the Owner Trustee to the Indenture Trustee for authentication and the Indenture Trustee, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, substantially in the form provided for herein, executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officers, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's its Authorized OfficersRepresentatives. The signature of such Authorized Officer Representative on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual who was, was at the any time of execution thereof, an Authorized Officer Representative of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the Trust, Issuer 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Class A Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. Each Class A-R Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Amendment and Restatement Date shall be dated as of the Amendment and Restatement Date. All other Notes that are authenticated and delivered after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding Principal Balance principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (including, in the case of the Class A-R Notes, the Remaining Unfunded Facility Commitment) is divided into more than one Note in accordance with this Article II2, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir Authorized Representatives, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its respective Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer the Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the Trust, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt Issuer Order (which shall be deemed to be provided upon delivery of the Notes and of an Issuer Ordersuch executed Notes), shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual manual, electronic or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of any an individual who was, was at any time the time of execution thereof, an Authorized proper Officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, howeverthe 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 not authenticate any Note which on its face receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and based upon an Opinion of Counsel of the last information received by the Indenture Trustee from the Servicer does not comply 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 provisions authentication of this Indenture; provided, further, that the Indenture 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 authenticate lawfully be taken or if the initial Notes unless and until it Trustee in good faith shall have received determine that such action would expose the documents listed in Section 2.11 hereof. (c) Trustee to personal liability to existing Holders. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and 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.

Execution, Authentication, Delivery and Dating. (a) The Class A Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized OfficersOfficers of the Issuer. The signature of such Authorized Officer on the Class A Notes may be manual or facsimile. Class A Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Class A Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication authentication, and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Class A Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Class A Note authenticated and delivered by the Indenture Trustee or the Authenticating Agent to or upon Issuer Order on or prior to 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 purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Class A Notes issued upon transfer, exchange or replacement of other Class A Notes shall be issued in authorized denominations denominations, if applicable, reflecting the Original Principal Balance 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 Balance 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 Outstanding Principal Balance 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. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Class A Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Class A Note shall be conclusive evidence, and the only evidence, that such Class A Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust by one Issuer and, in the case of the Owner Trustee's Offered Notes, the Co-Issuer by an Authorized OfficersOfficer of the Issuer and, in the case of the Offered Notes, the Co-Issuer, respectively. The signature of such Authorized Officer Officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner TrusteeIssuer and, on behalf in the case of the TrustOffered Notes, the Co-Issuer shall bind the Owner Trustee on behalf of Issuer or the TrustCo-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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer and, in the case of the Offered Notes, the Co-Issuer may deliver Notes executed by the Owner Trustee Issuer and, in the case of the Offered Notes, the Co-Issuer to the Indenture Trustee Authenticating Agent for authentication and the Indenture TrusteeAuthenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 II2, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee Note Administrator or by the Authenticating Agent by the manual signature of at least one of its Responsible their Authorized Officers, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized OfficersOfficers of the Issuer. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication authentication, and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee or the Authenticating Agent to or upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations denominations, if applicable, reflecting the Original Principal Balance 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 Balance 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 Outstanding Principal Balance 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. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual manual, electronic or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of any an individual who was, was at any time the time of execution thereof, an Authorized proper Officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, howeverthe Issuer shall deliver the Initial Notes in the aggregate principal amount of $850,000,000, 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 not authenticate any Note which on its face receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and based upon an Opinion of Counsel of the last information received by the Indenture Trustee from the Servicer does not comply 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 provisions authentication of this Indenture; provided, further, that the Indenture 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 authenticate lawfully be taken or if the initial Notes unless and until it Trustee in good faith shall have received determine that such action would expose the documents listed in Section 2.11 hereof. (c) Trustee to personal liability to existing Holders. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and 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.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its Officers. The signature of such Authorized Officer on the Notes may be manual manual, facsimile or facsimileelectronic. Notes bearing the manual manual, electronic or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer the Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the Trust, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt Issuer Order (which shall be deemed to be provided upon delivery of the Notes and of an Issuer Ordersuch executed Notes), shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer and the Co-Issuer by one an Authorized Officer of the Owner Trustee's Authorized OfficersIssuer and the Co-Issuer, respectively. The signature of such Authorized Officer Officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of Issuer or the Trust, Co-Issuer shall bind the Owner Trustee on behalf of Issuer or the TrustCo-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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer and the Co-Issuer may deliver Notes executed by the Owner Trustee Issuer and the Co-Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt Issuer Order (which Issuer Order shall, in connection with a transfer of Notes hereunder, be deemed to have been provided upon the Notes and delivery of an Issuer Orderexecuted Note to the Trustee), shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 II2, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible their Authorized Officers, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual manual, electronic or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of any an individual who was, was at any time the time of execution thereof, an Authorized proper Officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, howeverthe 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 not authenticate any Note which on its face receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and based upon an Opinion of Counsel of the last information received by the Indenture Trustee from the Servicer does not comply 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 provisions authentication of this Indenture; provided, further, that the Indenture 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 authenticate lawfully be taken or if the initial Notes unless and until it Trustee in good faith shall have received determine that such action would expose the documents listed in Section 2.11 hereof. (c) Trustee to personal liability to existing Holders. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and 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.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Applicable Issuer by one of the Owner Trustee's its Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Applicable Issuer shall bind the Owner Trustee on behalf of the TrustApplicable 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Applicable Issuer may deliver Notes executed by the Owner Trustee Applicable Issuer to the Indenture Collateral Trustee or the Authenticating Agent for authentication and the Indenture TrusteeCollateral Trustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Collateral Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Collateral Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Applicable Issuer by one of the Owner Trustee's its Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Applicable Issuer shall bind the Owner Trustee on behalf of the TrustApplicable 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Applicable Issuer may deliver Notes executed by the Owner Trustee Applicable Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Senior Notes shall be executed on behalf of the Trust Issuer by one its Chairman of the Owner Trustee's Authorized OfficersBoard of Directors, a Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer or any Assistant Treasurer. The signature of such Authorized Officer on the Senior Notes may be manual or facsimile. Senior Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer relevant to the authorization thereof the proper officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Senior Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Senior Notes of any series executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Senior Notes, and the Indenture Trustee, upon receipt of in accordance with the Notes and of an Issuer Order, shall authenticate and deliver such Senior Notes; provided. If all of the Senior Notes of any series are not to be issued at one time and if the supplemental indenture establishing such series shall so permit, howeversuch Issuer Order may set forth procedures acceptable to the Trustee for the issuance of such Senior Notes and determining the terms of particular Senior Notes of such series, that such as interest rate, maturity date, date of issuance and date from which interest shall accrue. In authenticating Senior Notes hereunder, and accepting the additional responsibilities under this Indenture in relation to such Senior Notes, the Trustee shall not authenticate any Note which on its face be entitled to receive, and based upon (subject to Section 601) shall be fully protected in relying upon: (1) an Opinion of Counsel, to the last information received by effect that: (a) the Indenture Trustee from form and terms of such Senior Notes or the Servicer does not comply manner of determining such terms have been established in conformity with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof.and (cb) Each Note such Senior Notes, when authenticated and delivered by the Indenture Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or upon Issuer Order on or prior affecting the enforcement of creditors’ rights and to general equity principles; and (2) an Officers’ Certificate stating, to the Closing Date best knowledge of each signer of such certificate, that no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Senior Notes shall have occurred and be continuing. The Trustee shall not be required to authenticate such Senior Notes if the issue of such Senior Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Senior Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If all the Senior Notes of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and Officers’ Certificate at the time of issuance of each such Senior Note, but such opinion and certificate shall be dated delivered at or before the Closing Datetime of issuance of the first Senior Note of such series to be issued. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture Each Senior Note shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note a certificate of authentication, authentication substantially in the form provided for herein, herein executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officerssignature, and such executed certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivereddelivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Senior Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Senior Note to the Trustee for cancellation as provided in Section 308, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one an Authorized Officer of the Owner Trustee's Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures signature of any individual who was, at the time of execution thereof, an Authorized Officer of the Owner Trustee, on behalf of the TrustIssuer, shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed on behalf of the Issuer by an Authorized Officer of the Owner Trustee to the Indenture Trustee for authentication authentication, and the Indenture Trustee, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall not authenticate any Note which the Notes on its face and based upon the last information received by Closing Date or the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; providedInitial Funding Date, furtheras applicable, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Note Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance principal balance 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 Outstanding such Note Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, substantially in the form provided for herein, executed by the Indenture Trustee by the manual signature of at least one a Responsible Officer of its Responsible Officersthe Indenture Trustee, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized OfficersOfficers of the Issuer. The signature of such Authorized Officer on the Notes may be manual manual, electronic or facsimile. Notes bearing the manual manual, electronic or facsimile signatures of individuals who were at any individual who was, at the time of execution thereof, an the Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication authentication, and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt Issuer Order (which Issuer Order shall, in connection with a transfer of Notes hereunder, be deemed to have been provided upon the Notes and delivery of an Issuer Orderexecuted Note to the Trustee), shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (ai) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's its Authorized Officers. The signature of such Authorized Officer on the Notes may be manual manual, electronic or facsimile. Notes bearing the manual manual, electronic or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual or electronic signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its respective Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures as described in Section 14.1 hereof of any individual individuals who was, were at the time of execution thereof, an Authorized Officer the Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Collateral Trustee or the Authenticating Agent for authentication and the Indenture TrusteeCollateral Trustee or the Authenticating Agent, upon receipt Issuer Order (which shall be deemed to be provided upon delivery of the Notes and of an Issuer Ordersuch executed Notes), shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Collateral Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Collateral Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its Officers. The signature of such Authorized Officer on the Notes may be manual manual, facsimile or facsimileelectronic. Notes bearing the manual manual, facsimile or facsimile electronic signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the TrustIssuer, shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt Issuer Order (which Issuer Order shall, in connection with a transfer of the Notes and Notes, be deemed to have been provided upon delivery of an Issuer Orderexecuted Note to the Trustee), shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated and delivered after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Minimum Denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding Principal Balance Amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) therefor and shall be deemed to be the original Aggregate Outstanding Amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the manual Authenticating Agent by the manual, facsimile or electronic signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer the Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Collateral Trustee or the Authenticating Agent for authentication and the Indenture TrusteeCollateral Trustee or the Authenticating Agent, upon receipt Issuer Order (which Issuer Order shall be deemed to be provided upon delivery of the Notes and of an Issuer Ordersuch executed Notes), shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Collateral Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Collateral Trustee or by the Authenticating Agent by the manual or facsimile signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's its respective Authorized Officers. The signature of such Authorized Officer on the Notes may be manual manual, facsimile or facsimileelectronic. Notes bearing the manual manual, facsimile or facsimile electronic signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the TrustIssuer, shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the then-current Aggregate Outstanding Principal Balance Amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Aggregate Outstanding Principal Balance Amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) therefor and shall be deemed to be the original Aggregate Outstanding Amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its Officers. The signature of such Authorized Officer on the Notes may be manual or facsimilemanual. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer the Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt Issuer Order (which shall be deemed to be provided upon delivery of the Notes and of an Issuer Ordersuch executed Notes), shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Refinancing Date shall be dated as of the Closing Refinancing Date. All other Notes that are authenticated after the Closing Refinancing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized OfficersOfficers of the Issuer. The signature of such Authorized Officer on the Notes may be manual manual, electronic or facsimile. Notes bearing the manual manual, electronic or facsimile signatures of individuals who were at any individual who was, at the time of execution thereof, an the Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Collateral Trustee or the Authenticating Agent for authentication authentication, and the Indenture TrusteeCollateral Trustee or the Authenticating Agent, upon receipt Issuer Order (which Issuer Order shall, in connection with a transfer of Notes hereunder, be deemed to have been provided upon the Notes and delivery of an Issuer Orderexecuted Note to the Collateral Trustee), shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Collateral Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Collateral Trustee or by the manual Authenticating Agent by the manual, electronic, or facsimile signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one an Authorized Officer of the Owner Trustee's Authorized OfficersIssuer. The signature of such Authorized Officer Officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee Note Administrator for authentication and the Indenture TrusteeNote Administrator, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or Note Administrator upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 II2, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee Note Administrator or by the Authenticating Agent by the manual signature of at least one of its Responsible their Authorized Officers, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the TrustIssuer, shall bind the Owner Trustee on behalf of the Trust, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one an Authorized Officer of the Owner Trustee's Authorized OfficersIssuer. The signature of such Authorized Officer Officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee Authenticating Agent for authentication and the Indenture TrusteeAuthenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 II2, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee Note Administrator or by the Authenticating Agent by the manual signature of at least one of its Responsible their Authorized Officers, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one an Authorized Officer of the Owner Trustee's Authorized OfficersIssuer. The signature of such Authorized Officer Officers on the Notes may be manual or via facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this IndentureIndenture and Credit Agreement, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee Note Administrator for authentication and the Indenture TrusteeNote Administrator, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and Credit Agreement and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or Note Administrator upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture and Credit Agreement shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 II2, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture and Credit Agreement or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee Note Administrator or by the Authenticating Agent by the manual signature of at least one of its Responsible Authorized Officers, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder. The Class B Notes held by the Notes Investor shall be held as a Definitive Note.

Execution, Authentication, Delivery and Dating. (a) The Senior Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its Officers. The signature of such Authorized Officer any of these Officers on the Senior Notes may be manual or by facsimile. Senior Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer proper Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 Senior Notes, provided the relevant individual was the holder of such offices office at the date of issuance time of such Notes. (b) execution. At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Senior Notes executed by the Owner Trustee Issuer to the Indenture Trustee Paying Agent for authentication, together with an Issuer Order for the authentication and delivery of such Senior Notes, and the Indenture Trustee, upon receipt of Paying Agent in accordance with the Notes and of an Issuer Order, Order shall authenticate and deliver such Notes; providedSenior Notes as provided in this Indenture. The Issuer Order shall specify the amount of Senior Notes to be authenticated, howeverthe date on which the Senior Notes are to be authenticated, whether the Senior Notes are to be Definitive Registered Senior Notes or Global Senior Notes and whether or not the Senior Notes shall bear any legend, or such other information as the Paying Agent may reasonably request. In authenticating such Senior Notes and accepting the additional responsibilities under this Indenture in relation to such Senior Notes the Paying Agent shall be provided with, and shall be fully protected in relying upon (unless revoked by superseding comparable documents or opinions), an Opinion of Counsel stating (i) that all conditions precedent herein provided for relating to the issuance, authentication and delivery of Senior Notes have been satisfied and (ii) that the Indenture Trustee shall not authenticate any Note which on its face form and based upon the last information received by the Indenture Trustee from the Servicer does not comply terms thereof have been established in conformity with the provisions of this Indenture; provided, further, that the Indenture Trustee . The Paying Agent shall not be required to authenticate such Senior Notes if the initial issue of such Senior Notes unless pursuant to this Indenture will affect the Paying Agent's own rights, duties or immunities under the Senior Notes and until it shall have received the documents listed this Indenture or otherwise in Section 2.11 hereof. (c) Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior a manner which is not reasonably acceptable to the Closing Date shall be dated the Closing DatePaying Agent. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture Each Senior Note shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears such Senior Note is authenticated by or on such Note a certificate behalf of authentication, substantially in the form provided for herein, executed Paying Agent by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized officer, and such executed certificate authentication upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivereddelivered hereunder and that such Senior Note is entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual or facsimilefacsimile 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 signature of any an individual who was, was at any time the time of execution thereof, an Authorized Officer proper officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, however, that the Indenture Trustee Issuer shall not authenticate any Note which on its face and based upon deliver the last information received Initial Notes in the aggregate principal amount of $500,000,000 executed by the Indenture Issuer to the Trustee from for authentication, together with an Issuer Order for the Servicer does not comply with authentication and delivery of such Notes, specifying the provisions principal amount and registered holder of this Indenture; providedeach Note, further, that directing the Indenture Trustee shall not to authenticate the initial Notes unless and until it shall have received deliver the documents listed same to the persons named in Section 2.11 hereof. (c) Each Note authenticated and delivered by the Indenture Trustee to or upon such Issuer Order on or prior to and the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note Trustee in accordance with this Article IIsuch Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Outstanding Principal Balance 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 Note 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 Initial Notes), 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 date on which the original issue of Notes is to be proportionately divided among authenticated. In authenticating Additional Notes and accepting the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit additional responsibilities under this Indenture or be valid or obligatory for any purpose unless there appears on in relation to such Note a certificate of authenticationAdditional Notes, substantially in the form provided for herein, executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersshall receive, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered.fully protected in relying on (without further investigation or verification):

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf by each of the Trust Issuers by one of the Owner Trustee's Authorized two Officers. The signature of such Authorized any Officer on the Notes may be manual or facsimilefacsimile 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 individual who was, at time the time of execution thereof, an Authorized Officer proper officers of the Owner TrusteeIssuers (or in the case of Mediacom LLC, on behalf of the Trust, its sole member) shall bind the Owner Trustee on behalf of the TrustIssuers, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuers may deliver Initial Notes or Additional Notes executed by the Owner Issuers to the Trustee for authentication, together with an order for the authentication and delivery of such Notes (the “Authentication Order”) directing the Trustee to the Indenture Trustee for authentication and the Indenture Trustee, upon receipt of authenticate the Notes and certifying that all conditions precedent to the issuance of an Issuer OrderNotes contained herein have been fully complied with, and the Trustee in accordance with 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, however, provided that such Exchange Notes shall be issuable only upon the Indenture valid surrender for cancellation of Initial Notes or Additional Notes of a like aggregate principal amount. The Trustee shall not authenticate any Note 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 on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions original issue of this Indenture; providedInitial Notes, further, that the Indenture Trustee shall not authenticate the initial Additional Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) or Exchange Notes is to be authenticated. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and is entitled to the benefits of this Indenture. In case either of the Issuers, 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. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual or facsimilefacsimile 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 signature of any an individual who was, was at any time the time of execution thereof, an Authorized Officer proper officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, however, that the Indenture Trustee Issuer shall not authenticate any Note which on its face and based upon deliver the last information received Initial Notes in the aggregate principal amount of $400,000,000 executed by the Indenture Issuer to the Trustee from for authentication, together with an Issuer Order for the Servicer does not comply with authentication and delivery of such Notes, specifying the provisions principal amount and registered holder of this Indenture; provided, further, that each Note and directing the Indenture Trustee shall not to authenticate the initial Notes unless and until it shall have received deliver the documents listed same to the persons named in Section 2.11 hereof. (c) Each Note authenticated and delivered by the Indenture Trustee to or upon such Issuer Order on or prior to and the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note Trustee in accordance with this Article IIsuch Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Outstanding Principal Balance 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 proportionately divided among authenticated and the date on which such Notes delivered in exchange therefor. (e) are authenticated. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and 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. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual manual, electronic or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of any an individual who was, was at any time the time of execution thereof, an Authorized proper Officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, howeverthe Issuer shall deliver the Initial Notes in the aggregate principal amount of $750,000,000, 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 not authenticate any Note which on its face receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and based upon an Opinion of Counsel of the last information received by the Indenture Trustee from the Servicer does not comply 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 provisions authentication of this Indenture; provided, further, that the Indenture 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 authenticate lawfully be taken or if the initial Notes unless and until it Trustee in good faith shall have received determine that such action would expose the documents listed in Section 2.11 hereof. (c) Trustee to personal liability to existing Holders. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and 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.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding Principal Balance Amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the original Aggregate Outstanding Principal Balance Amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual or facsimile signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Company and Finance Co by one any two Officers of the Owner Trustee's Authorized Officers. each of Company and Finance Co. The signature of such Authorized any Officer on the Notes may be manual or facsimilefacsimile 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 individual who was, at time the time of execution thereof, an Authorized Officer proper officers of the Owner Trustee, on behalf of the Trust, Company and Finance Co shall bind the Owner Trustee on behalf of the TrustCompany 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuers may deliver Notes executed by the Owner Trustee Issuers to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, howeverthe 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 Indenture 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 not authenticate any Note 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 on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions original issue of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) is to be authenticated. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized officer, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and 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 successor 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. (a) The Notes shall be executed on behalf by each of the Trust Issuers by one of the Owner Trustee's Authorized two Officers. The signature of such Authorized any Officer on the Notes may be manual or facsimilefacsimile 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 individual who was, at time the time of execution thereof, an Authorized Officer proper officers of the Owner TrusteeIssuers (or in the case of Mediacom Broadband LLC, on behalf of the Trust, its sole member) shall bind the Owner Trustee on behalf of the TrustIssuers, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuers may deliver Initial Notes or Additional Notes executed by the Owner Issuers to the Trustee for authentication, together with an order for the authentication and delivery of such Notes (the “Authentication Order”) directing the Trustee to the Indenture Trustee for authentication and the Indenture Trustee, upon receipt of authenticate the Notes and certifying that all conditions precedent to the issuance of an Issuer OrderNotes contained herein have been fully complied with, and the Trustee in accordance with 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, however, provided that such Exchange Notes shall be issuable only upon the Indenture valid surrender for cancellation of Initial Notes or Additional Notes of a like aggregate principal amount. The Trustee shall not authenticate any Note 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 on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions original issue of this Indenture; providedInitial Notes, further, that the Indenture Trustee shall not authenticate the initial Additional Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) or Exchange Notes is to be authenticated. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and is entitled to the benefits of this Indenture. In case either of the Issuers, 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. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding Principal Balance Amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the original Aggregate Outstanding Principal Balance Amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust by one each of the Owner Trustee's Co-Issuers by an Authorized OfficersOfficer of each of the Co-Issuers, respectively. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an signing Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf Issuer and Notes bearing the manual or facsimile signatures of individuals who were at the time of signing Authorized Officers of the TrustCo-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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Co-Issuers may deliver Notes executed by the Owner Trustee Co-Issuers to the Indenture Trustee or the Authenticating Agent for authentication authentication, and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Company Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee or the Authenticating Agent to or upon Issuer Company Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations the Authorized Minimum Denominations reflecting the Original original Aggregate Outstanding Principal Balance Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding Principal Balance 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 Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual or facsimile signature of at least one of its Responsible their Authorized Officers, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual or facsimilefacsimile 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 signature of any an individual who was, was at any time the time of execution thereof, an Authorized Officer proper officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, however, that the Indenture Trustee Issuer shall not authenticate any Note which on its face and based upon deliver the last information received Initial Notes in the aggregate principal amount of $400,000,000 executed by the Indenture Issuer to the Trustee from for authentication, together with an Issuer Order for the Servicer does not comply with authentication and delivery of such Notes, specifying the provisions principal amount and registered holder of this Indenture; providedeach Note, further, that directing the Indenture Trustee shall not to authenticate the initial Notes unless and until it shall have received deliver the documents listed same to the persons named in Section 2.11 hereof. (c) Each Note authenticated and delivered by the Indenture Trustee to or upon such Issuer Order on or prior to and the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note Trustee in accordance with this Article IIsuch Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Outstanding Principal Balance 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 Note 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 Initial Notes), 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 date on which the original issue of Notes is to be proportionately divided among authenticated. In authenticating Additional Notes and accepting the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit additional responsibilities under this Indenture or be valid or obligatory for any purpose unless there appears on in relation to such Note a certificate of authenticationAdditional Notes, substantially in the form provided for herein, executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersshall receive, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered.fully protected in relying on:

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual or facsimilefacsimile 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 signature of any an individual who was, was at any time the time of execution thereof, an Authorized Officer proper officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, however, that the Indenture Trustee Issuer shall not authenticate any Note which on its face and based upon deliver the last information received Initial Notes in the aggregate principal amount of $300,000,000 executed by the Indenture Issuer to the Trustee from for authentication, together with an Issuer Order for the Servicer does not comply with authentication and delivery of such Notes, specifying the provisions principal amount and registered holder of this Indenture; providedeach Note, further, that directing the Indenture Trustee shall not to authenticate the initial Notes unless and until it shall have received deliver the documents listed same to the persons named in Section 2.11 hereof. (c) Each Note authenticated and delivered by the Indenture Trustee to or upon such Issuer Order on or prior to and the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note Trustee in accordance with this Article IIsuch Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Outstanding Principal Balance 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 Note 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 be proportionately divided among authenticate and deliver such Additional Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Exchange Notes delivered for issue only in an Exchange Offer pursuant to the Registration Rights Agreement and only in exchange therefor. for Initial Notes or Additional Notes of an equal principal amount. In each case (e) No Note other than the issuance of the Initial Notes), 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 date on which the original issue of Notes is to be entitled to any benefit authenticated. In authenticating Additional Notes and accepting the additional responsibilities under this Indenture or be valid or obligatory for any purpose unless there appears on in relation to such Note a certificate of authenticationAdditional Notes, substantially in the form provided for herein, executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersshall receive, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered.fully protected in relying on:

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of each of the Trust Applicable Issuers by one of the Owner Trustee's their respective Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner TrusteeIssuer or the Co-Issuer, on behalf of the Trustas applicable, shall bind the Owner Trustee on behalf of Issuer and the TrustCo-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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer and the Co-Issuer may deliver Notes executed by the Owner Trustee Applicable Issuers to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Integrals reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding Principal Balance 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 ARTICLE II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. therefor and shall be deemed to be the original aggregate principal amount (eor original aggregate face amount, as applicable) of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible their Authorized Officers, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its respective Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures as described in Section 14.1 hereof of any individual individuals who was, were at the time of execution thereof, an Authorized Officer the Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt Issuer Order (which shall be deemed to be provided upon delivery of the Notes and of an Issuer Ordersuch executed Notes), shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. (1) The Benchmark is determined as set forth in the definition thereof. The initial Benchmark will be the Term SOFR Rate; provided that, with respect to the first Interest Accrual Period following the Closing Date, the Term SOFR Rate will be determined separately for the period from and including the Closing Date to but excluding the First Interest Determination End Date and the period from and including the First Interest Determination End Date to but excluding the first Payment Date following the Closing Date, in each case, by reference to the Index Maturity. The Benchmark may be changed to the Fallback Rate in accordance with the definition of “Benchmark” and certain other conditions specified therein. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer the Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Collateral Trustee or the Authenticating Agent for authentication and the Indenture TrusteeCollateral Trustee or the Authenticating Agent, upon receipt Issuer Order (which Issuer Order shall be deemed to be provided upon delivery of the Notes and of an Issuer Ordersuch executed Notes), shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Collateral Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Collateral Trustee or by the manual Authenticating Agent by the manual, electronic or facsimile signature (including .pdf file, .jpeg file or any other electronic signature) of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized OfficersOfficers of the Issuer. The signature of such Authorized Officer on the Notes may be manual manual, electronic or facsimile. Notes bearing the manual manual, electronic or facsimile signatures of individuals who were at any individual who was, at the time of execution thereof, an the Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Collateral Trustee or the Authenticating Agent for authentication authentication, and the Indenture TrusteeCollateral Trustee or the Authenticating Agent, upon receipt Issuer Order (which Issuer Order shall, in connection with a transfer of Notes hereunder, be deemed to have been provided upon the Notes and delivery of an Issuer Orderexecuted Note to the Collateral Trustee), shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Collateral Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Collateral Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one an Authorized Officer of the Owner Trustee's Authorized OfficersIssuer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures signature of individuals who were at any individual who was, at the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) At any time and from time . Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.8, the Owner Trustee may deliver Notes executed by the Owner Trustee to the Indenture Trustee for authentication and the Indenture Trustee, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver the Notes for original issue with an Aggregate Maximum Principal Balance of $500,000,000. The aggregate Note Principal Balance Outstanding at any time may not exceed the Aggregate Maximum Note Principal Balance. In the event of an advance of Additional Principal Balances by the Noteholders as provided in Section 2.02 of the Sale and Servicing Agreement, each Noteholder shall, and is hereby authorized to, record on the schedule attached to its Note the date and amount of any Additional Principal Balance advanced by it, and each repayment thereof; provided that failure to make any such Notes; provided, however, that the Indenture Trustee recordation on such schedule or any error in such schedule shall not authenticate adversely affect any Noteholder's rights with respect to its Note which on Principal Balance and its face and based upon right to receive interest payments in respect of the last information received Note Principal Balance held by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, such Noteholder. The Notes that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) Each Note are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the Indenture shall be dated the date of their authentication. (d) Notes issued upon transfer, exchange or replacement of other . The Notes shall be issued issuable as registered Notes in authorized denominations reflecting the Original Principal Balance related denomination of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Maximum Note Principal Balance of the Notes so transferred, exchanged or replacedBalance. In the event that any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersauthorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of each of the Trust Applicable Issuers by one of the Owner Trustee's their respective Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the TrustApplicable Issuer, shall bind the Owner Trustee on behalf of Issuer and the TrustCo-Issuer, as applicable, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer and the Co-Issuer may deliver Notes executed by the Owner Trustee Applicable Issuers to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Refinancing Date shall be dated as of the Refinancing Date. All other Notes that are authenticated after the Closing ClosingRefinancing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding Principal Balance principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's its Authorized OfficersRepresentatives. The signature of such Authorized Officer Representative on the Notes may be manual or facsimileby electronic transmission (including by facsimile or e-mail transmission of a “pdf” copy). Notes bearing the manual or facsimile electronically transmitted signatures of any individual who was, was at the any time of execution thereof, an Authorized Officer Representative of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the Trust, Issuer 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Class A Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated and delivered after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding Principal Balance 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 II2, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir Authorized Representatives, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual manual, electronic or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of any an individual who was, was at any time the time of execution thereof, an Authorized proper Officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, howeverthe 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 not authenticate any Note which on its face receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and based upon an Opinion of Counsel of the last information received by the Indenture Trustee from the Servicer does not comply 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 provisions authentication of this Indenture; provided, further, that the Indenture 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 authenticate lawfully be taken or if the initial Notes unless and until it Trustee in good faith shall have received determine that such action would expose the documents listed in Section 2.11 hereof. (c) Trustee to personal liability to existing Holders. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered.delivered hereunder and 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 THE NOTES

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one an Authorized Officer of the Owner Trustee's Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures signature of any individual who was, at the time of execution thereof, an Authorized Officer of the Owner Trustee, on behalf of the TrustIssuer, shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed on behalf of the Issuer by an Authorized Officer of the Owner Trustee to the Indenture Trustee for authentication authentication, and the Indenture Trustee, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Initial Closing Date shall be dated the Initial Closing Date. All other Notes that are authenticated after the Initial Closing Date for any other purposes under the Indenture shall be dated the date of their authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Note Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance principal balance 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 Outstanding such Note Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, substantially in the form provided for herein, executed by the Indenture Trustee by the manual signature of at least one a Responsible Officer of its Responsible Officersthe Indenture Trustee, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered.

Execution, Authentication, Delivery and Dating. (a) The New Limestone Notes shall be executed on behalf of the Trust Issuers by one an Authorized Officer of each of the Owner Trustee's Authorized OfficersIssuers. The signature signatures of such Authorized Officer Officers on the New Limestone Notes may be manual or facsimilefacsimile (including in counterparts). Each execution of a New Limestone Note by the Issuers shall be accompanied by the execution of an El Paso Guarantee endorsed thereon as hereinafter provided in Section 3.05. (b) New Limestone Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuers shall bind the Owner Trustee on behalf of the Trustsuch Persons, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such New Limestone Notes or did not hold such offices at the date of issuance of such New Limestone Notes. With the delivery of this New Indenture, the Issuers are furnishing, and from time to time thereafter may furnish, an Officer's Certificate identifying and certifying the incumbency and specimen signatures of the Authorized Officers. Until the New Indenture Trustee receives a subsequent Officer's Certificate, the New Indenture Trustee shall be entitled to rely on the last such Officer's Certificate delivered to it for purposes of determining the Authorized Officers. Typographical and other minor errors or defects in any signature shall not affect the validity or enforceability of any New Limestone Note which has been duly authenticated and delivered by the New Indenture Trustee. (bc) At any time and from time to time after the execution and delivery of this New Indenture, the Owner Trustee Issuers may deliver the New Limestone Notes executed by the Owner Trustee Issuers and endorsed by the Guarantor to the New Indenture Trustee for authentication authentication, and the New Indenture Trustee, upon receipt of the Notes and of receiving an Issuer Authentication Order, shall authenticate and deliver such Notes; provided, however, that the New Limestone Notes as provided in this New Indenture and not otherwise. The New Indenture Trustee shall not may appoint an authenticating agent acceptable to the Issuers to authenticate any Note which on its face and based upon the last information received New Limestone Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate New Limestone Notes whenever the New Indenture Trustee from may do so. Each reference in this New Indenture to authentication by the Servicer does not comply with the provisions of this Indenture; provided, further, that the New Indenture Trustee shall not authenticate the initial Notes unless and until it includes authentication by such agent. An authenticating agent shall have received the documents listed in Section 2.11 hereofsame rights as the Registrar and the Paying Agent to deal with New Holders or any Affiliate of the Issuers. (cd) Each New Limestone Note authenticated and delivered by the New Indenture Trustee to or upon Issuer Authentication Order on or prior to the Closing Effective Date shall be dated as of the Closing Effective Date. All other New Limestone Notes that are authenticated after the Closing Effective Date for any other purposes purpose under the this New Indenture shall be dated the date of their authentication. The New Limestone Notes issued as of the Effective Date and any other New Limestone Notes subsequently issued under this New Indenture shall be treated as a single class for all purposes under this New Indenture, including, without limitation, payments, waivers, amendments, redemptions and offers to purchase. (de) New Limestone Notes issued upon transfer, exchange or replacement of other New Limestone Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the New Limestone Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (ef) No New Limestone Note shall be entitled to any benefit under this New Indenture or be valid or obligatory for any purpose purpose, unless there appears on such New Limestone Note a certificate of authentication, authentication (the "Certificate of Authentication") substantially in the form provided for herein, executed by the New Indenture Trustee by the manual signature of at least one of its Responsible Authorized Officers, and such executed certificate upon any New Limestone Note shall be conclusive evidence, and the only evidence, that such New Limestone Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's its Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimileelectronic. Notes bearing the manual or facsimile electronic signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Collateral Trustee or the Authenticating Agent for authentication and the Indenture TrusteeCollateral Trustee or the Authenticating Agent, upon receipt Issuer Order(which Issuer Order shall, in connection with a transfer of the Notes and Notes, be deemed to have been provided upon delivery of an Issuer Orderexecuted Note to the Collateral Trustee), shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Collateral Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Collateral Trustee or by the Authenticating Agent by the manual or electronic signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's its Authorized OfficersRepresentatives. The signature of such Authorized Officer Representative on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual who was, was at the any time of execution thereof, an Authorized Officer Representative of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the Trust, Issuer 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Class A-1 Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Amendment and Restatement Date shall be dated as of the Closing Amendment and Restatement Date. Each Class A-2 Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Amendment and Restatement Date shall be dated as of the Amendment and Restatement Date. Each Class A-R Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Amendment and Restatement Date has been dated as of the Amendment and Restatement Date. All other Notes that are authenticated and delivered after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding Principal Balance principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (including, in the case of the Class A-R Notes, the Remaining Unfunded Facility Commitment) is divided into more than one Note in accordance with this Article II2, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir Authorized Representatives, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual manual, electronic or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of any an individual who was, was at any time the time of execution thereof, an Authorized Officer proper officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $550,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes. (b) , 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 execution and delivery of this IndentureIssue Date, the Owner Trustee Issuer may deliver Additional Notes executed by the Owner 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 Indenture Trustee for authentication Additional Notes and deliver the same to the Persons in such Issuer Order and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Additional Notes; provided. In each case (other than the issuance of the Initial Notes), however, that the Indenture Trustee shall not authenticate any Note 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 date on which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions original issue of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) is to be authenticated. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and 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 202 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. (a) The Notes (other than any Uncertificated Notes) shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's its Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note (other than an Uncertificated Note) shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one any of its chief executive officer, the chief financial officer or any other director or officer of the Owner Trustee's Authorized OfficersIssuer established pursuant to a Board Resolution. The signature of such Authorized Officer any of these officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures electronic signature of any individual who was, was at any time the time of execution thereof, an Authorized Officer proper officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance authentication of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes of any Series executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of Trustee in accordance with the Notes and of an Issuer Order, Order shall authenticate and deliver such Notes; provided. In authenticating such Notes, howeverand accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and (subject to Section 6.1(a)(ii)) shall be fully protected in relying upon, an Opinion of Counsel stating that the Indenture Trustee shall not authenticate any Note which on its face form and based upon the last information received by the Indenture Trustee from the Servicer does not comply terms of such Notes have been established in conformity with the provisions of this Indenture; provided, furtherand that such Notes, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) Each Note when authenticated and delivered by the Indenture Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or upon affecting the enforcement of creditors’ rights and to general equity principles. The Trustee shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee’s own rights, duties, protections or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the second preceding paragraph of this Section 3.3, if all Notes of a Series are not to be originally issued at one time, it shall not be necessary to deliver an Officer’s Certificate otherwise required pursuant to Section 3.1 or the Issuer Order on and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the Closing Date shall time of authentication of each Note of such Series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Note of such Series to be dated issued. To the Closing Dateextent authorized in a Board Resolution and set forth in an Officer’s Certificate or established in or pursuant to a Board Resolution and established in one or more supplemental indentures, such Issuer Order may be electronically transmitted and may provide instructions as to registration of Holders, principal amounts, rates of interest, maturity dates and other matters contemplated by such Board Resolution and Officer’s Certificate or supplemental indenture. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture Each Note shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersor electronic signature, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder 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 Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 3.16 together with a 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 Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual manual, electronic or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of any an individual who was, was at any time the time of execution thereof, an Authorized proper Officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, howeverthe 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, 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 not authenticate any Note which on its face receive an Officer’s Certificate and based upon an Opinion of Counsel of the last information received by the Indenture Trustee from the Servicer does not comply 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 provisions authentication of this Indenture; provided, further, that the Indenture Trustee Initial Notes. Such Issuer Order shall not authenticate specify the initial amount of Notes unless to be authenticated and until it shall have received the documents listed in Section 2.11 hereof. (c) date on which the original issue of Notes is to be authenticated. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual manual, electronic or facsimile signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and 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.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer the Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the Trust, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt Issuer Order (which shall be deemed to be provided upon delivery of the Notes and of an Issuer Ordersuch executed Notes), shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's its Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Collateral Trustee or the Authenticating Agent for authentication and the Indenture TrusteeCollateral Trustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Collateral Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. Each Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the First Refinancing Date shall be dated as of the First Refinancing Date. All other Notes that are authenticated after the Closing Date or the First Refinancing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Collateral Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Company and Finance Co by one any two Officers of the Owner Trustee's Authorized Officers. each of Company and Finance Co. The signature of such Authorized any Officer on the Notes may be manual or facsimilefacsimile 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 individual who was, at time the time of execution thereof, an Authorized Officer proper officers of the Owner Trustee, on behalf of the Trust, Company and Finance Co shall bind the Owner Trustee on behalf of the TrustCompany 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuers may deliver Notes executed by the Owner Trustee Issuers to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, howeverthe Issuers shall deliver the Notes in the aggregate principal amount set out in the applicable Draw Notice delivered in accordance with the Note Purchase Agreement (a copy of which shall be provided to the Trustee) and 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 Indenture 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 and the Note Purchase Agreement 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 not authenticate any Note 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 on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions original issue of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) is to be authenticated. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized officer, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and 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 successor 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. (a) The Notes shall be executed on behalf of each of the Trust Applicable Issuers by one of the Owner Trustee's their respective Authorized Officers. The signature of such Authorized Officer on the Notes may be manual manual, electronic or facsimile. Notes bearing the manual manual, electronic or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the TrustApplicable Issuers, shall bind the Owner Trustee on behalf of the Trust, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Collateral Trustee or the Authenticating Agent for authentication and the Indenture TrusteeCollateral Trustee or the Authenticating Agent, upon receipt Issuer Order (which Issuer Order shall, in connection with a transfer of the Notes and hereunder, be deemed to have been provided upon the delivery of an Issuer Orderexecuted Note to the Collateral Trustee), shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Collateral Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Second Refinancing Date shall be dated as of the Closing Second Refinancing Date. All other Notes that are authenticated after the Closing Second Refinancing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding Principal Balance principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Collateral Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's its Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding Principal Balance 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 Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. therefor and shall be deemed to be the original aggregate principal amount (eor original aggregate face amount, as applicable) of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible their Authorized Officers, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of each of the Trust Applicable Issuers by one of the Owner Trustee's their respective Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the TrustApplicable Issuer, shall bind the Owner Trustee on behalf of the Trust, Applicable Issuers 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer and the Co-Issuer may deliver Notes executed by the Owner Trustee Applicable Issuers to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding Principal Balance principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of each of the Trust Applicable Issuers by one of the Owner Trustee's their respective Authorized Officers. The signature of such Authorized Officer on the Notes may be manual manual, scanned, electronic or facsimile. . (b) Notes bearing the manual manual, scanned, electronic or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the TrustApplicable Issuer, shall bind the Owner Trustee on behalf of Issuer and the TrustCo-Issuer, as applicable, 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. (bc) At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer and the Co-Issuer may deliver Certificated Notes or Global Notes executed by the Owner Trustee Applicable Issuers to the Indenture Collateral Trustee or the Authenticating Agent for authentication authentication, and the Indenture TrusteeCollateral Trustee or the Authenticating Agent, upon receipt Issuer Order (which Issuer Order shall, in respect of a transfer of Certificated Notes or Global Notes hereunder, shall have been deemed to have been provided upon the Notes and Issuer's delivery of an Issuer Orderexecuted Note to the Collateral Trustee), shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereofotherwise. (cd) Each Note authenticated and delivered by the Indenture Collateral Trustee to or the Authenticating Agent upon Issuer Order on the 2023 Closing Date or prior to the 2024 Closing Date shall be dated as of the 2023 Closing Date or the 2024 Closing Date, as applicable. All other Notes that are authenticated after the Closing Date thereafter for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (de) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding Principal Balance principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefortherefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. (ef) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Collateral Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered.such

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer the Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, notwithstanding the fact that such such (1) The Benchmark is determined as set forth in the definition thereof. The initial Benchmark will be the Term SOFR Rate; provided that, with respect to the first Interest Accrual Period following the Closing Date, the Term SOFR Rate will be determined separately for the period from and including the Closing Date to but excluding the First Interest Determination End Date and the period from and including the First Interest Determination End Date to but excluding the first Payment Date following the Closing Date, in each case, by reference to the Index Maturity. The Benchmark may be changed to the Fallback Rate in accordance with the definition of “Benchmark” and certain other conditions specified therein. The spread over the Benchmark for each Class of Re-Pricing Eligible Notes is subject to reduction pursuant to Section 9.8. 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Collateral Trustee or the Authenticating Agent for authentication and the Indenture TrusteeCollateral Trustee or the Authenticating Agent, upon receipt Issuer Order (which Issuer Order shall be deemed to be provided upon delivery of the Notes and of an Issuer Ordersuch executed Notes), shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Collateral Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Collateral Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed by the Owner Trustee on behalf of the Trust by one of the Owner Trustee's Authorized OfficersIssuer. The signature of such Authorized Officer any officer of the Owner Trustee on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the Trust, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II2, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible their Authorized Officers, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) (q) The Notes shall be executed on behalf of the Trust Applicable Issuer by one of the Owner Trustee's its Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the Trust, Applicable Issuer shall bind the Owner Trustee on behalf of the TrustApplicable 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Applicable Issuer may deliver Notes executed by the Owner Trustee Applicable Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Indenture Trustee shall Notes as provided herein and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of each of the Trust Co-Issuers by one of the Owner Trustee's their respective Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was, were at the time of execution thereof, an Authorized Officer Officers of the Owner TrusteeIssuer or the Co-Issuer, on behalf of the Trustas applicable, shall bind the Owner Trustee on behalf of Issuer and the TrustCo-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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Applicable Issuers may deliver Notes executed by the Owner Trustee Applicable Issuers to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Refinancing Date shall be dated as of the Closing Refinancing Date. All other Notes that are authenticated after the Closing Refinancing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding Principal Balance 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 Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. therefor and shall be deemed to be the original aggregate principal amount (eor original aggregate face amount, as applicable) of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf by each of the Trust Issuers by one of the Owner Trustee's Authorized two Officers. The signature of such Authorized any Officer on the Notes may be manual or facsimilefacsimile 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 individual who was, at time the time of execution thereof, an Authorized Officer proper officers of the Owner TrusteeIssuers (or in the case of Mediacom Broadband LLC, on behalf of the Trust, its sole member) shall bind the Owner Trustee on behalf of the TrustIssuers, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuers may deliver Initial Notes or Additional Notes executed by the Owner Issuers to the Trustee for authentication, together with an order for the authentication and delivery of such Notes (the “Authentication Order”) directing the Trustee to the Indenture Trustee for authentication and the Indenture Trustee, upon receipt of authenticate the Notes and certifying that all conditions precedent to the issuance of an Issuer OrderNotes contained herein have been fully complied with, and the Trustee in accordance with 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 and Private Exchange Notes; provided, however, provided that such Exchange Notes and Private Exchange Notes shall be issuable only upon the Indenture valid surrender for cancellation of Initial Notes or Additional Notes of a like aggregate principal amount. The Trustee shall not authenticate any Note 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 on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions original issue of this Indenture; providedInitial Notes, furtherAdditional Notes, that the Indenture Trustee shall not authenticate the initial Exchange Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) or Private Exchange Notes is to be authenticated. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered.delivered hereunder and is entitled to the benefits of this Indenture. In case either of the Issuers, 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

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of each of the Trust Applicable Issuers by one of the Owner Trustee's their respective Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the TrustApplicable Issuer, shall bind the Owner Trustee on behalf of Issuer and the TrustCo-Issuer, as applicable, 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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer and the Co-Issuer may deliver Notes executed by the Owner Trustee Applicable Issuers to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and Issuer Order (which shall be deemed to be provided upon delivery of an Issuer Orderexecuted Note to the Trustee or Authenticating Agent), shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding Principal Balance principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) 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 this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the manual Authenticating Agent by the manual, electronic or facsimile signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust each Issuer by at least one Officer of the Owner Trustee's Authorized Officerssuch Issuer. The signature of any such Authorized Officer on the Notes may be manual or facsimilefacsimile 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 signature of any an individual who was, was at any time the time proper officer of execution thereof, an Authorized Officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the Trustsuch Issuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuers may deliver Notes executed by the Owner Trustee Issuers to the Indenture Trustee for authentication, together with an Issuers’ Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Issuer Order, Trustee in accordance with such Issuers’ Order shall authenticate and deliver such Notes; provided. On the Issue Date, however, that the Indenture Trustee Issuers shall not authenticate any Note which on its face and based upon deliver the last information received Initial Notes in the aggregate principal amount of €350,000,000 executed by the Indenture Issuers to the Trustee from for authentication, together with an Issuers’ Order for the Servicer does not comply with authentication and delivery of such Notes, specifying the provisions principal amount and registered holder of this Indenture; providedeach Note, further, that directing the Indenture Trustee shall not to authenticate the initial Notes unless and until it shall have received deliver the documents listed in Section 2.11 hereof. (c) Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior same to the Closing Date shall be dated persons named in such Issuers’ Order and the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note Trustee in accordance with this Article IIsuch Issuers’ Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Outstanding Principal Balance Issuers may deliver Additional Notes executed by the Issuers to the Trustee for authentication, together with an Issuers’ Order for the authentication and delivery of such Note 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 Issuers’ Order and the Trustee in accordance with such Issuers’ 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 Issuers that it may reasonably require in connection with such authentication of Notes. Such Issuers’ Order shall specify the amount of Notes to be proportionately divided among authenticated and the date on which the original issue of Notes delivered in exchange therefor. (e) is to be authenticated. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered.delivered hereunder and is entitled to the benefits of this Indenture. In case any of the Issuers, Parent 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 such Issuer, Parent 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 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 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. 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. The initial Authenticating Agent will be Deutsche Bank Luxembourg S.A.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual or facsimilefacsimile 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 signature of any an individual who was, was at any time the time of execution thereof, an Authorized proper Officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, howeverthe 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 not authenticate any Note which on its face receive an Officer’s Certificate and based upon an Opinion of Counsel of the last information received by the Indenture Trustee from the Servicer does not comply 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 provisions authentication of this Indenture; provided, further, that the Indenture Trustee Initial Notes. Such Issuer Order shall not authenticate specify the initial amount of Notes unless to be authenticated and until it shall have received the documents listed in Section 2.11 hereof. (c) date on which the original issue of Notes is to be authenticated. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and 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.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of each of the Trust Applicable Issuers by one of the Owner Trustee's their respective Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner TrusteeIssuer or the Co-Issuer, on behalf of the Trustas applicable, shall bind the Owner Trustee on behalf of Issuer and the TrustCo-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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer and the Co-Issuer may deliver Notes executed by the Owner Trustee Applicable Issuers to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original original Aggregate Principal Balance Amount, as at the date of issuance, of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding current Aggregate Principal Balance Amount, as at the date of transfer, exchange or replacement, 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 II2, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) therefor and shall be deemed to be the original Aggregate Principal Amount, as at the date of original issuance, of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual or facsimilefacsimile 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 signature of any an individual who was, was at any time the time of execution thereof, an Authorized Officer proper officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, howeverthe Issuer shall deliver the Initial Notes in the aggregate principal amount of $300,000,000 executed by the Issuer to the Trustee for authentication, that together with an Issuer Order for the Indenture 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 in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall not authenticate any Note 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 authenticated and the date on which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions original issue of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) is to be authenticated. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and 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 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. 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. (a) The Notes shall be executed on behalf of each of the Trust Applicable Issuers by one of the Owner Trustee's their respective Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner TrusteeIssuer or the Co-Issuer, on behalf of the Trustas applicable, shall bind the Owner Trustee on behalf of Issuer and the TrustCo-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. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer and the Co-Issuer may deliver Notes executed by the Owner Trustee Applicable Issuers to the Indenture Trustee or the Authenticating Agent for authentication and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) otherwise. Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (d) . Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding Principal Balance 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 Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor. therefor and shall be deemed to be the original aggregate principal amount (eor original aggregate face amount, as applicable) of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible their Authorized Officers, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of each of the Trust Applicable Issuers by one of the Owner Trustee's their respective Authorized Officers. The signature of such Authorized Officer on the Notes may be manual manual, scanned, electronic or facsimile. . (b) Notes bearing the manual manual, scanned, electronic or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer Officers of the Owner Trustee, on behalf of the TrustApplicable Issuer, shall bind the Owner Trustee on behalf of Issuer and the TrustCo-Issuer, as applicable, 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. (bc) At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer and the Co-Issuer may deliver Certificated Notes or Global Notes executed by the Owner Trustee Applicable Issuers to the Indenture Trustee or the Authenticating Agent for authentication authentication, and the Indenture TrusteeTrustee or the Authenticating Agent, upon receipt Issuer Order (which Issuer Order shall, in respect of a transfer of Certificated Notes or Global Notes hereunder, shall have been deemed to have been provided upon the Notes and Issuer's delivery of an Issuer Orderexecuted Note to the Trustee), shall authenticate and deliver such Notes; provided, however, that the Notes as provided in this Indenture Trustee shall and not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereofotherwise. (cd) Each Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Closing Date shall be dated as of the Closing Date, as applicable. All other Notes that are authenticated after the Closing Date thereafter for any other purposes purpose under the this Indenture shall be dated the date of their authentication. (de) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the Original Principal Balance original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding Principal Balance principal amount of the Notes so transferred, exchanged or replaced. In the event that If any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefortherefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. (ef) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authenticationAuthentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual signature of at least one of its Responsible Officerstheir authorized signatories, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual manual, electronic or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of any an individual who was, was at any time the time of execution thereof, an Authorized Officer proper officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $700,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes. (b) , 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 execution and delivery of this IndentureIssue Date, the Owner Trustee Issuer may deliver Additional Notes executed by the Owner 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 Indenture Trustee for authentication Additional Notes and deliver the same to the Persons in such Issuer Order and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Additional Notes; provided. In each case (other than the issuance of the Initial Notes), however, that the Indenture Trustee shall not authenticate any Note 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 date on which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions original issue of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) is to be authenticated. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual or electronic signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and 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 202 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. (a) The Notes shall be executed on behalf of the Trust Issuer by at least one of the Owner Trustee's Authorized OfficersOfficer. The signature of such Authorized any Officer on the Notes may be manual manual, electronic or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of any an individual who was, was at any time the time of execution thereof, an Authorized proper Officer of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 issuance of such Notes. (b) . At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Notes executed by the Owner Trustee Issuer to the Indenture Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Indenture Trustee, upon receipt of the Notes and of an Trustee in accordance with such Issuer Order, Order shall authenticate and deliver such Notes; provided. On the Issue Date, howeverthe 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 not authenticate any Note which on its face receive an Officer’s Certificate and based upon an Opinion of Counsel of the last information received by the Indenture Trustee from the Servicer does not comply 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 provisions authentication of this Indenture; provided, further, that the Indenture Trustee Initial Notes. Such Issuer Order shall not authenticate specify the initial amount of Notes unless to be authenticated and until it shall have received the documents listed in Section 2.11 hereof. (c) date on which the original issue of Notes is to be authenticated. Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication, authentication substantially in the form provided for herein, herein duly executed by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized signatory, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivereddelivered hereunder and 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.

Execution, Authentication, Delivery and Dating. (a) The Junior Notes shall be executed on behalf of the Trust Issuer by one of the Owner Trustee's Authorized its Officers. The signature of such Authorized Officer any of these Officers on the Junior Notes may be manual or by facsimile. Junior Notes bearing the manual or facsimile signatures of individuals who were at any individual who was, at time the time of execution thereof, an Authorized Officer proper Officers of the Owner Trustee, on behalf of the Trust, Issuer shall bind the Owner Trustee on behalf of the TrustIssuer, 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 Junior Notes, provided the relevant individual was the holder of such offices office at the date of issuance time of such Notes. (b) execution. At any time and from time to time after the execution and delivery of this Indenture, the Owner Trustee Issuer may deliver Junior Notes executed by the Owner Trustee Issuer to the Indenture Trustee Paying Agent for authentication, together with an Issuer Order for the authentication and delivery of such Junior Notes, and the Indenture Trustee, upon receipt of Paying Agent in accordance with the Notes and of an Issuer Order, Order shall authenticate and deliver such Notes; providedJunior Notes as provided in this Indenture. The Issuer Order shall specify the amount of Junior Notes to be authenticated, howeverthe date on which the Junior Notes are to be authenticated, whether the Junior Notes are to be Definitive Registered Junior Notes or Global Junior Notes and whether or not the Junior Notes shall bear any legend, or such other information as the Paying Agent may reasonably request. In authenticating such Junior Notes and accepting the additional responsibilities under this Indenture in relation to such Junior Notes the Paying Agent shall be provided with, and shall be fully protected in relying upon (unless revoked by superseding comparable documents or opinions), an Opinion of Counsel stating (i) that all conditions precedent herein provided for relating to the issuance, authentication and delivery of Junior Notes have been satisfied and (ii) that the Indenture Trustee shall not authenticate any Note which on its face form and based upon the last information received by the Indenture Trustee from the Servicer does not comply terms thereof have been established in conformity with the provisions of this Indenture; provided, further, that the Indenture Trustee . The Paying Agent shall not be required to authenticate such Junior Notes if the initial issue of such Junior Notes unless pursuant to this Indenture will affect the Paying Agent's own rights, duties or immunities under the Junior Notes and until it shall have received the documents listed this Indenture or otherwise in Section 2.11 hereof. (c) Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior a manner which is not reasonably acceptable to the Closing Date shall be dated the Closing DatePaying Agent. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture Each Junior Note shall be dated the date of their its authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance 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 Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Junior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears such Junior Note is authenticated by or on such Note a certificate behalf of authentication, substantially in the form provided for herein, executed Paying Agent by the Indenture Trustee by the manual signature of at least one of its Responsible Officersan authorized officer, and such executed certificate authentication upon any Junior Note shall be conclusive evidence, and the only evidence, that such Junior Note has been duly authenticated and delivereddelivered hereunder and that such Junior Note is entitled to the benefits of this Indenture.