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

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized Representatives. The signature of such Authorized Representative on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual who was at any time an Authorized Representative of the Issuer shall bind the Issuer notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representatives, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Class A Notes shall be executed on behalf of the Issuer by one of its the Authorized RepresentativesOfficers of the Issuer. The signature of such Authorized Representative Officer on the Class A Notes may be manual or facsimile. Class A Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Class A Notes or did not hold such office offices at the date of issuance of such Class A Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Class A Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication authentication, and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Class A Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent to or upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 Class A Notes that are authenticated and delivered after the Closing Date for any other purpose under this Indenture shall be dated the date of their authentication. 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 Aggregate Outstanding Amount aggregate principal amount or notional amount, as the case may be, of the Class A Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount or notional amount, as the case may be, of the Class A Notes so transferred, exchanged or replaced. In the event that any Class A Note (including, in the case of the Class A-R Notes, the Remaining Unfunded Facility Commitment) is divided into more than one Class A Note in accordance with this Article 2II, the original principal amount or notional amount, as the case may be, of such Class A Note shall be proportionately divided among the Class A Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount or notional amount, as the case may be, of such subsequently issued Class A Notes. No Class A Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Class A Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Class A Note shall be conclusive evidence, and the only evidence, that such Class A Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer and, in the case of the Offered Notes, the Co-Issuer by one an Authorized Officer of its Authorized Representativesthe Issuer and, in the case of the Offered Notes, the Co-Issuer, respectively. The signature of such Authorized Representative Officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer and, in the case of the Offered Notes, the Co-Issuer shall bind the Issuer or the Co-Issuer, as the case may be, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer and, in the case of the Offered Notes, the Co-Issuer may deliver Notes executed by the Issuer and, in the case of the Offered Notes, the Co-Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding 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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee Note Administrator or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper Officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in the aggregate principal amount of $650,000,000, executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the Persons named in such Issuer Order and certifying that the issuance of such Additional Notes is in compliance with Section 10.11 of this Indenture and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not otherwiselawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. 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. The Notes shall be executed on behalf of the Applicable Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an of execution Authorized Representative Officers of the Applicable Issuer shall bind the Issuer Applicable Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Applicable Issuer may deliver Notes executed by the Applicable Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative 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 any the time an Authorized Representative of execution the Officers of the Issuer shall bind the Issuer notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which shall be deemed to be provided upon delivery of such executed Notes), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer and the Co-Issuer by one an Authorized Officer of its Authorized Representativesthe Issuer and the Co-Issuer, respectively. The signature of such Authorized Representative Officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer or the Co-Issuer shall bind the Issuer or the Co-Issuer, as the case may be, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer and the Co-Issuer may deliver Notes executed by the Issuer and the Co-Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall, in connection with a transfer of Notes hereunder, be deemed to have been provided upon the delivery of an executed Note to the Trustee), shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding 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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper Officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in the aggregate principal amount of $600,000,000, executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the Persons named in such Issuer Order and certifying that the issuance of such Additional Notes is in compliance with Section 10.11 of this Indenture and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not otherwiselawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. 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. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper Officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided 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 receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not otherwiselawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. 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. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an Authorized Representative of execution the Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Collateral Trustee or the Authenticating Agent for authentication and the Collateral Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall be deemed to be provided upon delivery of such executed Notes), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under 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 Collateral Trustee or by the Authenticating Agent by the manual or facsimile signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its the Authorized RepresentativesOfficers of the Issuer. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication authentication, and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent to or upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations denominations, if applicable, reflecting the original Aggregate Outstanding Amount aggregate principal amount or notional amount, as the case may be, of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount or notional amount, as the case may be, of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2II, the original principal amount or notional amount, as the case may be, of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount or notional amount, as the case may be, of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an Authorized Representative of execution Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Applicable Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an of execution Authorized Representative Officers of the Applicable Issuer shall bind the Issuer Applicable Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Applicable Issuer may deliver Notes executed by the Applicable Issuer to the Collateral Trustee or the Authenticating Agent for authentication and the Collateral Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under 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 Collateral Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one an Authorized Officer of its Authorized Representativesthe Issuer. The signature of such Authorized Representative Officers on the Notes may be manual or via facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this IndentureIndenture and Credit Agreement, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent Note Administrator for authentication and the Trustee or the Authenticating AgentNote Administrator, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and Credit Agreement and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent Note Administrator upon Issuer Order on 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 purpose under this Indenture and Credit Agreement shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding 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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture and Credit Agreement or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee Note Administrator or by the Authenticating Agent by the manual signature of one of their its Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The Class B Notes held by the Notes Investor shall be held as a Definitive Note.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of $400,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such subsequently issued Notes, specifying the principal amount and registered holder of each Note and directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, and in connection with any Automatic Exchange pursuant to Section 2.3(c)(vii) in the Appendix, the Global Note that is not a Transfer Restricted Note, together with an Issuer Order for the authentication and delivery of such Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange and deliver the same to the persons in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer that it may reasonably require in connection with such authentication of Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which such Notes are authenticated. 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 Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an affiliate of the Issuer.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer Company and Finance Co by one any two Officers of its Authorized Representatives. each of Company and Finance Co. The signature of such Authorized Representative 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 any individual individuals who was were at any time an Authorized Representative the proper officers of the Issuer Company and Finance Co shall bind the Issuer Company and Finance Co, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuers shall deliver the Notes as provided in this Indenture the aggregate principal amount of $[—] executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and not otherwisedelivery of such Notes, directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Notes. At any time and from time to time after the Issue Date and in accordance with the Note Purchase Agreement, the Issuers may deliver additional Notes having identical terms and conditions to the Notes issued on the Issue Date (the “Additional Notes”) executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably require in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder 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. The Senior Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative any of these Officers on the Senior Notes may be manual or by facsimile. Senior Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an Authorized Representative the proper Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office 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 office at the date of issuance time of such Notesexecution. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Senior Notes executed by the Issuer to the Trustee or the Authenticating Paying Agent for authentication, together with an Issuer Order for the authentication and delivery of such Senior Notes, and the Trustee or Paying Agent in accordance with the Authenticating Agent, upon Issuer Order, Order shall authenticate and deliver such Senior Notes as provided in this Indenture and not otherwiseIndenture. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon The Issuer Order shall specify the amount of Senior Notes to be authenticated, the date on which the Closing Date 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 be dated bear any legend, or such other information as of the Closing DatePaying Agent may reasonably request. Each Class A-R Note authenticated In authenticating such Senior Notes and delivered by accepting 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 purpose 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 form and terms thereof have been established in conformity with the provisions of this Indenture. The Paying Agent shall not be required to authenticate such Senior Notes if the issue of such Senior Notes pursuant to this Indenture will affect the Paying Agent'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 Paying Agent. Each Senior Note shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, 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 by the Trustee or by the Authenticating Paying Agent by the manual signature of one of their Authorized Representativesan authorized officer, and such certificate authentication upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunderhereunder and that such Senior Note is entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of $500,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such subsequently issued 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. No Note 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 (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 purposein relation to such Additional Notes, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesshall receive, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.fully protected in relying on (without further investigation or verification):

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one an Authorized Officer of its Authorized Representativesthe Issuer. The signature of such Authorized Representative Officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding 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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee Note Administrator or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one an Authorized Officer of its Authorized Representativesthe Issuer. The signature of such Authorized Representative Officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent Note Administrator for authentication and the Trustee or the Authenticating AgentNote Administrator, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent Note Administrator upon Issuer Order on 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding 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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee Note Administrator or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its the Authorized RepresentativesOfficers of the Issuer. The signature of such Authorized Representative 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 any time an of execution the Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Collateral Trustee or the Authenticating Agent for authentication authentication, and the Collateral Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall, in connection with a transfer of Notes hereunder, be deemed to have been provided upon the delivery of an executed Note to the Collateral Trustee), shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under 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 Collateral Trustee or by the Authenticating Agent by the manual manual, electronic, or facsimile signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Issuer by one its Chairman of its Authorized Representativesthe Board 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 Representative 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 any the time an Authorized Representative relevant to the authorization thereof the proper officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Senior Notes or did not hold such office offices at the date of issuance of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Senior Notes of any series executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Senior Notes, and the Trustee or Trustee, in accordance with the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Senior Notes. 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, such 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, such as provided in 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 be entitled to receive, and not otherwise. Each Class A Note (subject to Section 601) shall be fully protected in relying upon: (1) an Opinion of Counsel, to the effect that: (a) the form and terms of such Senior Notes or the manner of determining such terms have been established in conformity with the provisions of this Indenture; and (b) such Senior Notes, when authenticated and delivered by the 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 affecting the Authenticating Agent upon Issuer Order on 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 as delivered at or before the time of issuance of the Closing Datefirst Senior Note of such series to be issued. Each Class A-R Senior 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Senior Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativessignature, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunderhereunder 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 Issuer by one an Authorized Officer of its Authorized Representativesthe Owner Trustee. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures signature of any individual who was was, at any the time of execution thereof, an Authorized Representative Officer of the Issuer Issuer, shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such 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 Issuer may deliver Notes executed by on behalf of the Issuer by an Authorized Officer of the Owner Trustee to the Indenture Trustee or the Authenticating Agent for authentication authentication, and the Trustee or the Authenticating AgentIndenture 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 the Notes on the Closing Date or the Initial Funding Date, as provided applicable, unless and until it shall have received the documents listed in this Indenture and not otherwise. Section 2.11 hereof. (c) 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 purpose purposes under this 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 Aggregate Outstanding Amount of the Notes Note Principal Balance so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount balance 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 2II, the original principal amount of such Note Principal Balance shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. 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 one a Responsible Officer of their Authorized Representativesthe 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 hereunderdelivered.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its the Authorized RepresentativesOfficers of the Issuer. The signature of such Authorized Representative 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 any time an of execution the Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication authentication, and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall, in connection with a transfer of Notes hereunder, be deemed to have been provided upon the delivery of an executed Note to the Trustee), shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its respective Authorized RepresentativesOfficers. The signature of such Authorized Representative 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 any time an the Authorized Representative Officers of the Issuer Issuer, shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the then-current Aggregate Outstanding principal amount Amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount Aggregate Outstanding Amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount 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, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized Representativesrespective Officers. The signature of such Authorized Representative 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 any the time an Authorized Representative of execution the Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Collateral Trustee or the Authenticating Agent for authentication and the Collateral Trustee or the Authenticating Agent, upon Issuer OrderOrder (which shall be deemed to be provided upon delivery of such executed Notes), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under 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 Collateral Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative 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 any the time an Authorized Representative of execution Officers of the Issuer Issuer, shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall, in connection with a transfer of Notes, be deemed to have been provided upon delivery of an executed Note to the Trustee), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Minimum Denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding principal amount Amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount 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, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual manual, facsimile or electronic signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf by each of the Issuer Issuers by one of its Authorized Representativestwo Officers. The signature of such Authorized Representative 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 any individual individuals who was were at any time an Authorized Representative the proper officers of the Issuer Issuers (or in the case of Mediacom Broadband LLC, of its sole member) shall bind the Issuer Issuers, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Initial Notes or Additional Notes executed by the Issuer Issuers to the Trustee or for authentication, together with an order for the Authenticating Agent for authentication and delivery of such Notes (the “Authentication Order”) directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee or the Authenticating Agent, upon Issuer Order, in accordance with such Authentication Order shall authenticate and deliver such Initial Notes as or Additional Notes. Upon receipt of the Authentication Order, the Trustee shall authenticate for original issue Exchange Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes of a like aggregate principal amount. The Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably request in this Indenture connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and not otherwisethe date on which the original issue of Initial Notes, Additional Notes or Exchange Notes is to be authenticated. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder 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. The Notes shall be executed on behalf by each of the Issuer Issuers by one of its Authorized Representativestwo Officers. The signature of such Authorized Representative 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 any individual individuals who was were at any time an Authorized Representative the proper officers of the Issuer Issuers (or in the case of Mediacom LLC, of its sole member) shall bind the Issuer Issuers, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Initial Notes or Additional Notes executed by the Issuer Issuers to the Trustee or for authentication, together with an order for the Authenticating Agent for authentication and delivery of such Notes (the “Authentication Order”) directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee or the Authenticating Agent, upon Issuer Order, in accordance with such Authentication Order shall authenticate and deliver such Initial Notes as or Additional Notes. Upon receipt of the Authentication Order, the Trustee shall authenticate for original issue Exchange Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes of a like aggregate principal amount. The Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably request in this Indenture connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and not otherwisethe date on which the original issue of Initial Notes, Additional Notes or Exchange Notes is to be authenticated. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder 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. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimilemanual. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an Authorized Representative of execution the Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which shall be deemed to be provided upon delivery of such executed Notes), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Refinancing 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 Refinancing Date. All other Notes that are authenticated and delivered after the Closing Refinancing Date for any other purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. i) The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative 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 any the time an of execution Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual or electronic signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an Authorized Representative the Officers of the Issuer Issuer, shall bind the Issuer notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper Officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided 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 receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not otherwiselawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. 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. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an Authorized Representative of execution Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding principal amount Amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount Aggregate Outstanding Amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual or facsimile signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one Officer of its Authorized Representativesthe Issuer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper Officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer’s Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon Issuer Order, in accordance with such Issuer’s Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in the aggregate principal amount of $300,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer’s 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’s Order, and the Trustee in accordance with such Issuer’s Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer’s 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’s Order and certifying that the issuance of such Additional Notes is in compliance with Sections 3.13, 10.11 and 10.12 of this Indenture and not otherwisethe Trustee in accordance with such Issuer’s Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer as to the issuance, authentication and delivery of the Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer’s Order shall specify the date on which the original issue of Notes is to be authenticated. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.hereunder and is entitled to the benefits of this Indenture. In the event the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be merged, consolidated or amalgamated with or into, consummate a Division as the Dividing Person 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 the case of the Issuer, or all or substantially all of the properties or assets of such Guarantor, in the case of a Guarantor, to any Person, and the successor Person or Division Successor, as applicable (other than the Issuer or such Guarantor, as applicable), formed by or surviving any such merger, consolidation, amalgamation or Division 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, Division, sale, assignment, transfer, lease, conveyance or other disposition may, from time to time, at the request of the successor Person or Division Successor, as applicable, be exchanged for other Notes executed in the name of the successor Person or Division Successor, as applicable, 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’s Request of the successor Person or Division Successor, as applicable, 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 or Division Successor, as applicable, pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person or Division Successor, as applicable, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. ARTICLE Three THE NOTES

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver the Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in the aggregate principal amount of $350,000,000 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 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 authenticated. In authenticating Additional Notes and accepting the additional responsibilities under this Indenture in relation to such Additional Notes, the Trustee shall receive, and not otherwise. Each Class be fully protected in relying on (without further investigation or verification): (a) A Note copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Assistant Secretary of the Issuer as having been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, or if the terms and form of such Notes are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate; (b) an executed supplemental indenture, if any; (c) an Officer’s Certificate delivered in accordance with ‎Section 1.03; and (d) an Opinion of Counsel which shall state: (i) that the form and terms of such Notes have been established in conformity with the other provisions of this Indenture; and (ii) that such Notes, when authenticated and delivered by the Trustee or and issued by the Authenticating Agent upon Issuer Order on in the Closing Date shall be dated as manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Closing DateIssuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to ‎Article 8 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 8 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 the 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 the Notes at the time Outstanding for the Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate the Notes. An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an affiliate of the Issuer.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an Authorized Representative of execution the Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which shall be deemed to be provided upon delivery of such executed Notes), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual  22015383.7 -58-  (or, in the case of a Global Note, electronic or facsimile) signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of $350,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such subsequently issued 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. No Note 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 (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 purposein relation to such Additional Notes, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesshall receive, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.fully protected in relying on (without further investigation or verification):

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Issuer by one an Authorized Officer of its Authorized Representativesthe Issuer. The signature signatures of such Authorized Representative Officers on the Notes may be manual or facsimile. facsimile (including in counterparts). (b) Notes bearing the manual or facsimile signatures of any an individual who was at any time an the Authorized Representative Officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes Notes, executed by the Issuer to the Trustee or the Authenticating Agent for authentication authentication, and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver make available for delivery to or upon the written order of the Issuer such Notes as provided in this Indenture and not otherwise. . (d) Each Class A Note authenticated and delivered made available for delivery to or upon the written order of the Issuer by the Trustee or the Authenticating Agent to or upon Issuer Order on the Closing Date or the Additional Closing Date, as the case may be shall be dated as of the Closing Date. Each Class A-R Note authenticated and delivered by the Trustee Date or the Authenticating Agent upon Issuer Order on the Amendment and Restatement Date shall be dated Additional Closing Date, as of the Amendment and Restatement Dateapplicable. All other Notes that are authenticated and delivered after the Closing Date or the Additional Closing Date, as the case may be, for any other purpose under this Indenture shall be dated the date of their authentication. . (e) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding principal amount 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. . (f) 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 (the "Certificate of Authentication"), ----------------------------- substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Indenture Issued Notes (other than the Class H Notes and the Class J Notes) shall be executed on behalf of the Co-Issuers by an Authorized Officer of each of the Co-Issuers. The Class H Notes and the Class J Notes shall be executed on behalf of the Issuer by one an Authorized Officer of its Authorized Representativesthe Issuer. The signature signatures of such Authorized Representative Officers on the Indenture Issued Notes may be manual or facsimile. facsimile (including in counterparts). (b) Indenture Issued Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of either of the Issuer Co-Issuers shall bind the Issuer such Person, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Indenture Issued Notes or did not hold such office offices at the date of issuance of such Indenture Issued Notes. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Co-Issuers may deliver Indenture Issued Notes (other than the Class H Notes and the Class J Notes) executed by the Co-Issuers and the Issuer may deliver the Class H Notes and the Class J Notes executed by the Issuer Issuer, to the Trustee or the Authenticating Agent for authentication authentication, and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Indenture Issued Notes as provided in this Indenture and not otherwise. . (d) Each Class A Indenture Issued Note authenticated and delivered by the Trustee or the Authenticating Agent to or upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 Indenture Issued Notes that are authenticated and delivered after the Closing Date for any other purpose under this Indenture shall be dated the date of their authentication. . (e) Indenture Issued Notes issued upon transfer, exchange or replacement of other Indenture Issued Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Indenture Issued Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding principal amount Amount of the Indenture Issued Notes so transferred, exchanged or replaced. In the event that any Indenture Issued Note (including, in the case of the Class A-R Notes, the Remaining Unfunded Facility Commitment) is divided into more than one Indenture Issued Note in accordance with this Article Section 2, the original principal amount of such Indenture Issued Note shall be proportionately divided among the Indenture Issued Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Indenture Issued Notes. . (f) No Indenture Issued Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Indenture Issued Note a certificate of authentication (the Certificate of Authentication), substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Indenture Issued Note shall be conclusive evidence, and the only evidence, that such Indenture Issued Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized Representatives. The signature of such Authorized Representative on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual who was at any time an Authorized Representative of the Issuer shall bind the Issuer notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A A-1 Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Amendment and Restatement Date shall be dated as of the Closing 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 shall be 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representatives, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its the Authorized RepresentativesOfficers of the Issuer. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an of such signature the Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon receipt of an Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Upon the transfer, exchange or replacement of a Note under this Section 2.04, or under Section 2.05 or 2.06, the Issuer may require the payment by the Holder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Indenture Trustee) connected therewith. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Principal Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding principal amount 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 2Two, the original principal amount Aggregate Outstanding Principal Amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount 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, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesResponsible Officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of each of the Issuer Applicable Issuers by one of its their respective Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual manual, scanned, electronic or facsimile. . (b) Notes bearing the manual manual, scanned, electronic or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer Applicable Issuer, shall bind the Issuer and the Co‑Issuer, as applicable, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer and the Co‑Issuer may deliver Certificated Notes or Global Notes executed by the Issuer Applicable Issuers to the Collateral Trustee or the Authenticating Agent for authentication authentication, and the Collateral Trustee or the Authenticating Agent, upon Issuer OrderOrder (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 Issuer’s delivery of an executed Note to the Collateral Trustee), shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. . (d) Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. . (e) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. . (f) 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 Collateral Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer Company by one of its Authorized RepresentativesPresident or a Vice President and attested by its Chief Financial Officer, Secretary or an Assistant Secretary. The signature of such Authorized Representative any of these officers 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 any individual individuals who was were at any time an Authorized Representative the proper officers of the Issuer Company shall bind the Issuer Company, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery A Note shall not be valid until an authorized signatory of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or manually authenticates the Authenticating Agent for authentication and Note. The signature of the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representatives, and such certificate upon any Note shall be conclusive evidence, and the only evidence, evidence that such Note has been duly and validly authenticated and issued under this Indenture. The Trustee will, upon receipt of a Company Order, authenticate Notes in an unlimited aggregate principal amount, subject to the provisions of this Indenture. Each Company Order will specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated. The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. In case the Company pursuant to Article IX shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered hereunderin any new name of a successor Person pursuant to this Section 2.11 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of each of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an Authorized Representative of execution the Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. 1 Or such other prices in privately negotiated transactions determined at the time of sale. 2 The spread over LIBOR for each Class of Notes (other than the Class A-1 Notes) is subject to reduction pursuant to Section 9.8. 3 The spread over LIBOR applicable to the Class A-2 Notes shall be (a) 1.45% from the Closing Date to but excluding December 5, 2015 and (b) 1.95% thereafter. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its the Authorized RepresentativesOfficers of the Issuer. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication authentication, and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwiseotherwise (which such Issuer Order shall be deemed to have been given upon delivery to the Trustee of a Note executed by the Issuer to the Trustee for authentication). Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent to or upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations denominations, if applicable, reflecting the original Aggregate Outstanding Amount aggregate principal amount or notional amount, as the case may be, of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount or notional amount, as the case may be, of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2II, the original principal amount or notional amount, as the case may be, of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount or notional amount, as the case may be, of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes Debt shall be executed on behalf of the Issuer by one of its the Authorized RepresentativesOfficers of the Issuer. The signature of such Authorized Representative Officer on the Notes Debt may be manual manual, electronic or facsimile. Notes bearing the manual manual, electronic or facsimile signatures of any individual individuals who was were at any time an of execution the Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debt or did not hold such office offices at the date of issuance of such NotesDebt. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Collateral Trustee or the Authenticating Agent for authentication authentication, and the Collateral Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall, in connection with a transfer of Debt hereunder, be deemed to have been provided upon the delivery of an executed Note to the Collateral Trustee), shall authenticate and deliver such Notes Debt as provided in this Indenture and not otherwise. Each Class A Note Debt authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing First Refinancing 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 First Refinancing Date. All other Notes Debt that are is authenticated and delivered after the Closing First Refinancing Date for any other purpose under this Indenture shall be dated the date of their authentication. Notes Debt issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes Debt so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes Debt so transferred, exchanged or replaced. In the event that If any Note (including, in the case of the Class A-R Notes, the Remaining Unfunded Facility Commitment) Debt is divided into more than one Note in accordance with this Article 2II, the original principal amount of such Note Debt shall be proportionately divided among the Notes Debt delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note Debt a Certificate of Authentication, substantially in the form provided for herein, executed by the Collateral Trustee or by the Authenticating Agent by the manual manual, electronic or facsimile signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note Debt shall be conclusive evidence, and the only evidence, that such Note Debt has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of each of the Issuer Co-Issuers by one an Authorized Officer of its Authorized Representativeseach of the Co-Issuers, respectively. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an of signing Authorized Representative Officers of the applicable Co-Issuer shall bind the Issuer such Co-Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Co-Issuers may deliver Notes executed by the Issuer Co-Issuers to the Indenture Trustee or the Authenticating Agent for authentication authentication, and the Indenture Trustee or the Authenticating Agent, upon Issuer Company Order, shall authenticate and deliver such Notes as provided in this Base Indenture and not otherwise. Each Class A Note authenticated and delivered by the Indenture Trustee or the Authenticating Agent to or upon Issuer Company Order on 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 purpose under this Base Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations the Authorized Minimum Denominations reflecting the original Aggregate Outstanding Principal Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding principal amount 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount Aggregate Outstanding Principal Amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Base 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 or by the Authenticating Agent by the manual or facsimile signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one Officer of its Authorized Representativesthe Issuer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper Officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer’s Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon Issuer Order, in accordance with such Issuer’s Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in the aggregate principal amount of $300,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer’s 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’s Order, and the Trustee in accordance with such Issuer’s Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer’s 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’s Order and certifying that the issuance of such Additional Notes is in compliance with Sections 3.13, 10.11 and 10.12 of this Indenture and not otherwisethe Trustee in accordance with such Issuer’s Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer as to the issuance, authentication and delivery of the Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer’s Order shall specify the date on which the original issue of Notes is to be authenticated. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. In the event the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be merged, consolidated or amalgamated with or into, consummate a Division as the Dividing Person 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 the case of the Issuer, or all or substantially all of the properties or assets of such Guarantor, in the case of a Guarantor, to any Person, and the successor Person or Division Successor, as applicable (other than the Issuer or such Guarantor, as applicable), formed by or surviving any such merger, consolidation, amalgamation or Division 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, Division, sale, assignment, transfer, lease, conveyance or other disposition may, from time to time, at the request of the successor Person or Division Successor, as applicable, be exchanged for other Notes executed in the name of the successor Person or Division Successor, as applicable, 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’s Request of the successor Person or Division Successor, as applicable, 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 or Division Successor, as applicable, pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person or Division Successor, as applicable, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of each of the Issuer Co-Issuers by one an Authorized Officer of its Authorized Representativeseach of the Co-Issuers, respectively. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an of signing Authorized Representative Officers of the Issuer shall bind the Issuer and Notes bearing the manual or facsimile signatures of individuals who were at the time of signing Authorized Officers of the Co-Issuer shall bind the Co-Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Co-Issuers may deliver Notes executed by the Issuer Co-Issuers to the Indenture Trustee or the Authenticating Agent for authentication authentication, and the Indenture Trustee or the Authenticating Agent, upon Issuer Company Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Indenture Trustee or the Authenticating Agent to or upon Issuer Company Order on 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations the Authorized Minimum Denominations reflecting the original Aggregate Outstanding Principal Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding principal amount 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount 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, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Indenture Trustee or by the Authenticating Agent by the manual or facsimile signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of $400,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such subsequently issued 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. No Note 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 (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 purposein relation to such Additional Notes, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesshall receive, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.fully protected in relying on:

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of $300,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such subsequently issued 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. No Note 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. At any time and from time to time after the Issue Date, the Issuer may deliver Exchange Notes for issue only in an Exchange Offer pursuant to the Registration Rights Agreement and only in exchange for Initial Notes or Additional Notes of an equal principal amount. In each case (other than the issuance of the 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 purposein relation to such Additional Notes, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesshall receive, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.fully protected in relying on:

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer Company and Finance Co by one any two Officers of its Authorized Representatives. each of Company and Finance Co. The signature of such Authorized Representative 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 any individual individuals who was were at any time an Authorized Representative the proper officers of the Issuer Company and Finance Co shall bind the Issuer Company and Finance Co, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuers shall deliver the Notes as provided in this Indenture the aggregate principal amount of $650,000,000 executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and not otherwisedelivery of such Notes, directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Notes. At any time and from time to time after the Issue Date, the Issuers may deliver additional Notes having identical terms and conditions to the Notes issued on the Issue Date (the “Additional Notes”) executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably require in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder 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. i) The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative 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 any the time an of execution Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Collateral Trustee or the Authenticating Agent for authentication and the Collateral Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under 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 Collateral Trustee or by the Authenticating Agent by the manual or electronic signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Issuer by one of its the Owner Trustee's Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual who was was, at any the time of execution thereof, an Authorized Representative Officer of the Issuer Owner Trustee, on behalf of the Issuer, 40 2003-A Indenture shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office 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 Issuer may deliver Notes executed by the Issuer to the Indenture Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating AgentIndenture 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 as provided unless and until it shall have received the documents listed in this Indenture and not otherwise. Section 2.11 hereof. (c) 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 purpose purposes under this 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 Aggregate Outstanding Amount Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount Principal Balance 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 2II, the original principal amount Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. 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 their Authorized Representativesits 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 hereunderdelivered.

Execution, Authentication, Delivery and Dating. The Offered Notes shall be executed on behalf of the Issuer and the Co-Issuer by an Authorized Officer of the Issuer and the Co-Issuer, respectively. The Class E Notes shall be executed on behalf of the Issuer by one an Authorized Officer of its Authorized Representativesthe Issuer. The signature of such Authorized Representative Officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer or the Co-Issuer shall bind the Issuer or the Co-Issuer, as the case may be, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer and the Co-Issuer may deliver Offered Notes executed by the Issuer and the Co-Issuer, and the Issuer may deliver Class E Notes executed by the Issuer, to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall, in connection with a transfer of Notes hereunder, be deemed to have been provided upon the delivery of an executed Note to the Trustee), shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding 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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of $700,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such subsequently issued Notes, specifying the principal amount and registered holder of each Note and directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, and in connection with any Automatic Exchange pursuant to Section 2.3(c)(vii) in the Appendix, the Global Note that is not a Transfer Restricted Note, together with an Issuer Order for the authentication and delivery of such Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange and deliver the same to the persons in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer that it may reasonably require in connection with such authentication of Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which such Notes are authenticated. 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 Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an affiliate of the Issuer.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an Authorized Representative of execution Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. 2 LIBOR shall be calculated by reference to three-month LIBOR, in accordance with the definition of LIBOR set forth in Exhibit C hereto. 3 The spread over LIBOR with respect to any Class of Notes (except the Class A Notes, the Class B Notes, and the Class C Notes) may be reduced in connection with a Re-Pricing of such Class of Notes, subject to the conditions set forth in Section 9.7. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The New Notes shall be executed on behalf of the Issuer Issuers by one an Authorized Officer of its Authorized Representativeseach of Investor and the Co-Issuer. The signature signatures of such Authorized Representative Officers on the New Notes may be manual or facsimilefacsimile (including in counterparts). Each execution of a New 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 Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer Issuers shall bind the Issuer such Persons, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such New Notes or did not hold such office offices at the date of issuance of such New 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 Note which has been duly authenticated and delivered by the New Indenture Trustee. (c) At any time and from time to time after the execution and delivery of this New Indenture, the Issuer Issuers may deliver the New Notes executed by the Issuer Issuers and endorsed by the Guarantor to the New Indenture Trustee or the Authenticating Agent for authentication authentication, and the Trustee or the Authenticating AgentNew Indenture Trustee, upon Issuer receiving an Authentication Order, shall authenticate and deliver such New Notes as provided in this New Indenture and not otherwise. The New Indenture Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate the New Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate New Notes whenever the New Indenture Trustee may do so. Each Class A reference in this New Indenture to authentication by the New Indenture Trustee includes authentication by such agent. An authenticating agent shall have the same rights as the Registrar and the Paying Agent to deal with New Holders or any Affiliate of the Issuers. (d) Each New Note authenticated and delivered by the New Indenture Trustee or the Authenticating Agent upon Issuer an Authentication Order on the Closing Effective 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 Effective Date. All other New Notes that are authenticated and delivered after the Closing Effective Date for any other purpose under this New Indenture shall be dated the date of their authentication. The New Notes issued as of the Effective Date and any other New 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. (e) New Notes issued upon transfer, exchange or replacement of other New Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the New Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note . (including, in the case of the Class A-R Notes, the Remaining Unfunded Facility Commitmentf) is divided into more than one Note in accordance with this Article 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No New Note shall be entitled to any benefit under this New Indenture or be valid or obligatory for any purpose, unless there appears on such New Note a certificate of authentication (the "Certificate of Authentication, ") substantially in the form provided for herein, executed by the New Indenture Trustee or by the Authenticating Agent by the manual signature of one of their its Authorized RepresentativesOfficers, and such certificate upon any New Note shall be conclusive evidence, and the only evidence, that such New Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual manual, facsimile or facsimile electronic signatures of any individual individuals who was were at any the time an Authorized Representative of execution the Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which shall be deemed to be provided upon delivery of such executed Notes), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual or electronic signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one an Authorized Officer of its Authorized Representativesthe Issuer. The signature of such Authorized Representative Officers on the Notes may be manual manual, facsimile or facsimileelectronic. Notes bearing the manual manual, facsimile or facsimile signatures electronic signatures, as described in Section 14.11 hereof, of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding 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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee Note Administrator or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Junior Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative any of these Officers on the Junior Notes may be manual or by facsimile. Junior Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an Authorized Representative the proper Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office 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 office at the date of issuance time of such Notesexecution. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Junior Notes executed by the Issuer to the Trustee or the Authenticating Paying Agent for authentication, together with an Issuer Order for the authentication and delivery of such Junior Notes, and the Trustee or Paying Agent in accordance with the Authenticating Agent, upon Issuer Order, Order shall authenticate and deliver such Junior Notes as provided in this Indenture and not otherwiseIndenture. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon The Issuer Order shall specify the amount of Junior Notes to be authenticated, the date on which the Closing Date 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 be dated bear any legend, or such other information as of the Closing DatePaying Agent may reasonably request. Each Class A-R Note authenticated In authenticating such Junior Notes and delivered by accepting 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 purpose 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 form and terms thereof have been established in conformity with the provisions of this Indenture. The Paying Agent shall not be required to authenticate such Junior Notes if the issue of such Junior Notes pursuant to this Indenture will affect the Paying Agent's own rights, duties or immunities under the Junior Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Paying Agent. Each Junior Note shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Junior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, 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 by the Trustee or by the Authenticating Paying Agent by the manual signature of one of their Authorized Representativesan authorized officer, and such certificate authentication upon any Junior Note shall be conclusive evidence, and the only evidence, that such Junior Note has been duly authenticated and delivered hereunderhereunder and that such Junior Note is entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Issuer by one of its an Authorized RepresentativesOfficer thereof. The signature of such Authorized Representative Officer(s) on the Notes may be manual or facsimile. . (b) Notes bearing the manual or facsimile signatures signature of any an individual who was at any time an Authorized Representative Officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver the Notes executed by the Issuer Issuer, to the Trustee or the Authenticating Agent for authentication authentication; and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. The signature of the Trustee or the Authenticating Agent shall be manual on each authenticated Note. (d) Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent to or upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. . (e) Notes issued upon transfer, exchange or replacement of other Notes shall shall, subject to the provisions of Section 2.05, be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor in denominations specified by the Holders thereof, provided such denominations meet the minimum denominations and shall in the aggregate be deemed equal to be the original aggregate principal amount of such subsequently issued Notes. divided Note. (f) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their its Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of each of the Issuer Applicable Issuers by one of its their respective Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. .Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer Applicable Issuer, shall bind the Issuer and the Co-Issuer, as applicable, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer and the Co-Issuer may deliver Notes executed by the Issuer Applicable Issuers to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative 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 any the time an Authorized Representative of execution Officers of the Issuer Issuer, shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Collateral Trustee or the Authenticating Agent for authentication and the Collateral Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall, in connection with a transfer of Notes, be deemed to have been provided upon delivery of an executed Note to the Collateral Trustee), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Minimum Denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding principal amount Amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount 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, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Collateral Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of each of the Issuer Co-Issuers by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual manual, electronic or facsimile. Notes bearing the manual manual, facsimile or facsimile electronic signatures of any individual individuals who was were at any the time an Authorized Representative of execution Officers of the Issuer or the Co-Issuer shall bind the Issuer or the Co-Issuer, as applicable, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. 1 As of the Closing Date. 2 The initial Benchmark will be LIBOR. The Benchmark may be changed to a Benchmark Replacement in accordance with the terms of this Indenture. LIBOR shall be calculated by reference to three-month LIBOR; provided that with respect to the portion of the first Interest Accrual Period comprising the period from and including the Closing Date to but excluding the First LIBOR Period End Date, LIBOR shall be determined by interpolating linearly between the rate for the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available. 3 The spread over the Benchmark or the stated rate of interest, as applicable, with respect to any Class of Secured Debt (other than the Class A-1 Debt) may be reduced in connection with a Re-Pricing of such Class of Secured Debt, subject to the conditions set forth in Section 9.7. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Co-Issuers may deliver Notes executed by the Issuer Co-Issuers to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall, in respect of a transfer or exchange of Notes hereunder, shall have been deemed to have been provided upon the Issuer’s delivery of an executed Note to the Trustee), shall authenticate and pursuant to Issuer Order shall deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of each of the Issuer Applicable Issuers by one of its their respective Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual manual, scanned, electronic or facsimile. . (b) Notes bearing the manual manual, scanned, electronic or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer Applicable Issuer, shall bind the Issuer and the Co-Issuer, as applicable, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer and the Co-Issuer may deliver Certificated Notes or Global Notes executed by the Issuer Applicable Issuers to the Collateral Trustee or the Authenticating Agent for authentication authentication, and the Collateral Trustee or the Authenticating Agent, upon Issuer OrderOrder (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 Issuer's delivery of an executed Note to the Collateral Trustee), shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. . (d) Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the 2023 Closing Date or the 2024 Closing Date shall be dated as of the 2023 Closing Date or the 2024 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 Dateapplicable. All other Notes that are authenticated and delivered after the Closing Date thereafter for any other purpose under this Indenture shall be dated the date of their authentication. . (e) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. . (f) 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 Collateral Trustee or by the -95- BUSINESS.31585125.12 Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an Authorized Representative of execution the Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall be deemed to be provided upon delivery of such executed Notes), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. With respect to the transfer or delivery of any Uncertificated Subordinated Note, upon Issuer Order the Trustee shall direct the Registrar to record the ownership of such Note in the Register. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper Officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided 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 not otherwisethe Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. 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. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer Issuer, shall bind the Issuer notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one two Officers of its Authorized Representativesthe Issuer. The signature of such Authorized Representative 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 any individual individuals who was were at any time an Authorized Representative the proper officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in this Indenture 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 not otherwisedelivery of such Notes, directing the Trustee to authenticate the Notes, 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, directing the Trustee to authenticate the Additional Notes and an Officers’ Certificate and Opinion of Counsel certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case of Additional Notes, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Issuer in connection with such authentication of Notes. Each Class A Note Issuer Order shall specify the amount of Notes to be authenticated and delivered by the Trustee or date on which the Authenticating Agent upon Issuer Order on the Closing Date shall original issue of Notes is to be dated as of the Closing Dateauthenticated. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. In case any of 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.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative 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 any the time an of execution Authorized Representative Officers of the Issuer Issuer, shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Collateral Trustee or the Authenticating Agent for authentication and the Collateral Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall be deemed to be provided upon delivery of such executed Notes ), shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Minimum Denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding principal amount 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under 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 Collateral Trustee or by the Authenticating Agent by the manual or electronic signature of one of their its Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative any Officer on the Notes may be manual signatures of the present or facsimileany 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 at any time an Authorized Representative the proper Officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the U.S. Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the U.S. Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in the aggregate principal amount of $600,000,000 executed by the Issuer to the U.S. 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 U.S. Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the U.S. 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 U.S. 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 U.S. 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 not otherwisethe U.S. Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the U.S. Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the U.S. Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. The U.S. Trustee shall have the right to decline to authenticate and deliver any Notes: (a) if the U.S. Trustee, being advised by counsel, determines that such action may not be taken lawfully; (b) if the U.S. Trustee in good faith shall determine that such action would expose the U.S. Trustee to personal liability to Holders of any then-outstanding series of Notes; or (c) if the issuance of any Notes pursuant to this Indenture would affect the U.S. Trustee’s own rights, duties or immunities under the Notes and/or 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 U.S. 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. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in the aggregate principal amount of $360,000,000 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, and in connection with the Automatic Exchange pursuant to Section 2.3(c)(vii) in the Annex of this Indenture Indenture, 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 otherwisea Transfer Restricted Note in connection with the 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 the 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 the 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 authenticated and the date on which the original issue of Notes is to be authenticated. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. 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 Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual manual, facsimile or facsimile. electronic. (b) Notes bearing the manual manual, facsimile or facsimile electronic signatures of any individual individuals who was were at any the time an Authorized Representative of execution Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Collateral Trustee or the Authenticating Agent for authentication and the Collateral Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall, in respect of a transfer of Notes hereunder, shall have been deemed to have been provided upon the Issuer’s delivery of an executed Note to the Collateral Trustee), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. . (d) Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. . (e) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. . (f) 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 Collateral Trustee or by the Authenticating Agent by the manual facsimile or electronic signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an Authorized Representative of execution the Officers of the Issuer shall bind the Issuer notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which shall be deemed to be provided upon delivery of such executed Notes), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative 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 any the time an Authorized Representative of execution Officers of the Issuer Issuer, shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall, in connection with a transfer of Notes, be deemed to have been provided upon delivery of an executed Note to the Trustee), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Refinancing 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 Refinancing Date. All other Notes that are authenticated and delivered after the Closing Refinancing Date for any other purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Minimum Denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding principal amount Amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount 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, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual manual, facsimile or electronic signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Indenture Issued Notes (other than the Class L Notes and the Class M Notes) shall be executed on behalf of the Co-Issuers by an Authorized Officer of each of the Co-Issuers. The Class L Notes and the Class M Notes shall be executed on behalf of the Issuer by one an Authorized Officer of its Authorized Representativesthe Issuer. The signature signatures of such Authorized Representative Officers on the Indenture Issued Notes may be manual or facsimile. facsimile (including in counterparts). (b) Indenture Issued Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of either of the Issuer Co-Issuers shall bind the Issuer such Person, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Indenture Issued Notes or did not hold such office offices at the date of issuance of such Indenture Issued Notes. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Co-Issuers may deliver Indenture Issued Notes (other than the Class L Notes and the Class M Notes) executed by the Co-Issuers and the Issuer may deliver the Class L Notes and the Class M Notes executed by the Issuer Issuer, to the Trustee or the Authenticating Agent for authentication authentication, and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Indenture Issued Notes as provided in this Indenture and not otherwise. . (d) Each Class A Indenture Issued Note authenticated and delivered by the Trustee or the Authenticating Agent to or upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 Indenture Issued Notes that are authenticated and delivered after the Closing Date for any other purpose under this Indenture shall be dated the date of their authentication. . (e) Indenture Issued Notes issued upon transfer, exchange or replacement of other Indenture Issued Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Indenture Issued Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding principal amount Amount of the Indenture Issued Notes so transferred, exchanged or replaced. In the event that any Indenture Issued Note (including, in the case of the Class A-R Notes, the Remaining Unfunded Facility Commitment) is divided into more than one Indenture Issued Note in accordance with this Article Section 2, the original principal amount of such Indenture Issued Note shall be proportionately divided among the Indenture Issued Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Indenture Issued Notes. . (f) No Indenture Issued Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Indenture Issued Note a certificate of authentication (the Certificate of Authentication), substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Indenture Issued Note shall be conclusive evidence, and the only evidence, that such Indenture Issued Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall will be executed on behalf of the Issuer Applicable Issuers by one of its their respective Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual manual, facsimile or facsimileelectronic. The Unfunded Class shall be issued on the Closing Date with an initial principal amount of zero Dollars. After the Closing Date, any change in the Aggregate Outstanding Amount of the Unfunded Class in connection with an Unfunded Class Funding shall be evidenced in the Register in accordance with Sections 2.5(a) and 2.5(p). Any Notes bearing the manual manual, facsimile or facsimile signatures electronic signature of any an individual who was at any time an Authorized Representative Officer of the Issuer shall an Applicable Issuer, will bind the Issuer such Applicable Issuer, notwithstanding the fact that such individual has ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer and the Co-Issuer may deliver Notes executed by the Issuer Applicable Issuers to the Trustee or the Authenticating Agent for authentication authentication, and delivery, and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order will, in connection with a transfer of Notes hereunder, be deemed to have been provided upon the delivery of an executed Note to the Trustee), shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall will 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 purpose under this Indenture shall will be dated the date of their authentication. Notes (or beneficial interest therein) issued upon transfer, exchange or replacement of other Notes shall will be issued in authorized denominations Minimum Denominations reflecting the original Aggregate Outstanding Amount of the Notes (or beneficial interest) so transferred, exchanged or replaced, but shall will represent only the current Outstanding outstanding 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 2II, the original principal amount of such Note shall (or, in the case of a Note of an Unfunded Class, (x) prior to the Funding Date, the notional amount of such Note and (y) on and after the Funding Date, the Funded Amount of such Note) will be proportionately divided among the Notes delivered in exchange therefor and shall will be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative any Officer on the Notes may be manual manual, facsimile or facsimileelectronic (in “.pdf” format) 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, facsimile or facsimile signatures electronic (in “.pdf” format) signature of any an individual who was at any time an Authorized Representative the proper officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of $500,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such subsequently issued Notes, specifying the principal amount and registered holder of each Note and directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, and in connection with any Automatic Exchange pursuant to Section 2.3(c)(vii) in the Appendix, the Global Note that is not a Transfer Restricted Note, together with an Issuer Order for the authentication and delivery of such Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange and deliver the same to the persons in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer in connection with such authentication of Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which such Notes are authenticated. 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 Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an affiliate of the Issuer.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of each of the Issuer Applicable Issuers by one of its their respective Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer Applicable Issuer, shall bind the Issuer and the Co-Issuer, as applicable, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer and the Co-Issuer may deliver Notes executed by the Issuer Applicable Issuers to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Issuer by one an Authorized Officer of its Authorized Representativesthe Owner Trustee. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures signature of any individual who was was, at any the time of execution thereof, an Authorized Representative Officer of the Issuer Issuer, shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such 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 Issuer may deliver Notes executed by on behalf of the Issuer by an Authorized Officer of the Owner Trustee to the Indenture Trustee or the Authenticating Agent for authentication authentication, and the Trustee or the Authenticating AgentIndenture Trustee, upon receipt of the Notes and of an Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Notes. (c) Each Class A Note authenticated and delivered by the Indenture Trustee to or the Authenticating Agent upon Issuer Order on or prior to the Initial Closing Date shall be dated as of the Initial 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 Initial Closing Date for any other purpose purposes under this 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 Aggregate Outstanding Amount of the Notes Note Principal Balance so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount balance 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 2II, the original principal amount of such Note Principal Balance shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. 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 one a Responsible Officer of their Authorized Representativesthe 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 hereunderdelivered.

Execution, Authentication, Delivery and Dating. (a) The New Limestone Notes shall be executed on behalf of the Issuer Issuers by one an Authorized Officer of its Authorized Representativeseach of the Issuers. The signature signatures of such Authorized Representative 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 any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer Issuers shall bind the Issuer such Persons, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such New Limestone Notes or did not hold such office 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. (c) At any time and from time to time after the execution and delivery of this New Indenture, the Issuer Issuers may deliver the New Limestone Notes executed by the Issuer Issuers and endorsed by the Guarantor to the New Indenture Trustee or the Authenticating Agent for authentication authentication, and the Trustee or the Authenticating AgentNew Indenture Trustee, upon Issuer receiving an Authentication Order, shall authenticate and deliver such New Limestone Notes as provided in this New Indenture and not otherwise. The New Indenture Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate the New Limestone Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate New Limestone Notes whenever the New Indenture Trustee may do so. Each Class A reference in this New Indenture to authentication by the New Indenture Trustee includes authentication by such agent. An authenticating agent shall have the same rights as the Registrar and the Paying Agent to deal with New Holders or any Affiliate of the Issuers. (d) Each New Limestone Note authenticated and delivered by the New Indenture Trustee or the Authenticating Agent upon Issuer Authentication Order on the Closing Effective 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 Effective Date. All other New Limestone Notes that are authenticated and delivered after the Closing Effective Date for any other purpose under 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. (e) New Limestone Notes issued upon transfer, exchange or replacement of other New Limestone Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the New Limestone Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note . (including, in the case of the Class A-R Notes, the Remaining Unfunded Facility Commitmentf) is divided into more than one Note in accordance with this Article 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No New Limestone Note shall be entitled to any benefit under this New Indenture or be valid or obligatory for any purpose, unless there appears on such New Limestone Note a certificate of authentication (the "Certificate of Authentication, ") substantially in the form provided for herein, executed by the New Indenture Trustee or by the Authenticating Agent by the manual signature of one of their its Authorized RepresentativesOfficers, and such certificate upon any New Limestone Note shall be conclusive evidence, and the only evidence, that such New Limestone Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of each of the Issuer Applicable Issuers by one of its their respective Authorized RepresentativesOfficers. The signature of such Authorized Representative 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 any time an the Authorized Representative Officers of the Issuer Applicable Issuers, shall bind the applicable Issuer Entities notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Entities may deliver Notes executed by the Issuer Applicable Issuers to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper Officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in the aggregate principal amount of $950,000,000, in the case of the 2023 Notes, and $750,000,000, in the case of the 2026 Notes, 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 of a series executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the Persons named in such Issuer Order and certifying that the issuance of such Additional Notes is in compliance with Section 10.11 of this Indenture and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not otherwiselawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. 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. The Notes shall be executed on behalf of each of the Issuer Applicable Issuers by one of its their respective Authorized RepresentativesOfficers. The signature of such Authorized Representative 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 any time an the Authorized Representative Officers of the Issuer Applicable Issuers, shall bind the Issuer notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Collateral Trustee or the Authenticating Agent for authentication and the Collateral Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall, in connection with a transfer of the Notes hereunder, be deemed to have been provided upon the delivery of an executed Note to the Collateral Trustee), shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Second Refinancing 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 Second Refinancing Date. All other Notes that are authenticated and delivered after the Closing Second Refinancing Date for any other purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under 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 Collateral Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount (or original aggregate face amount, as applicable) of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of each of the Issuer Applicable Issuers by one of its their respective Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer Applicable Issuer, shall bind the Issuer Applicable Issuers notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer and the Co-Issuer may deliver Notes executed by the Issuer Applicable Issuers to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of each of the Issuer Applicable Issuers by one of its their respective Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual manual, scanned, electronic or facsimile. . (b) Notes bearing the manual manual, scanned, electronic or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer Applicable Issuer, shall bind the Issuer and the Co-Issuer, as applicable, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer and the Co-Issuer may deliver Certificated Notes or Global Notes executed by the Issuer Applicable Issuers to the Collateral Trustee or the Authenticating Agent for authentication authentication, and the Collateral Trustee or the Authenticating Agent, upon Issuer OrderOrder (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 Issuer's delivery of an executed Note to the Collateral Trustee), shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. . (d) Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the 2023 Closing Date or the 2024 Closing Date shall be dated as of the 2023 Closing Date or the 2024 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 Dateapplicable. All other Notes that are authenticated and delivered after the Closing Date thereafter for any other purpose under this Indenture shall be dated the date of their authentication. . (e) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. . (f) 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 Collateral Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.such

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an Authorized Representative of execution the Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has 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 office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Collateral Trustee or the Authenticating Agent for authentication and the Collateral Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall be deemed to be provided upon delivery of such executed Notes), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under 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 Collateral Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of each of the Issuer Co-Issuers by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual manual, electronic or facsimile. Notes bearing the manual manual, facsimile or facsimile electronic signatures of any individual individuals who was were at any the time an Authorized Representative of execution Officers of the Issuer or the Co-Issuer shall bind the Issuer or the Co-Issuer, as applicable, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Co-Issuers may deliver Notes executed by the Issuer Co-Issuers to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall, in respect of a transfer or exchange of Notes hereunder, shall have been deemed to have been provided upon the Issuer’s delivery of an executed Note to the Trustee), shall authenticate and pursuant to Issuer Order shall deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing ClosingRefinancing 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 ClosingRefinancing Date. All other Notes that are authenticated and delivered after the Closing ClosingRefinancing Date for any other purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amountAggregate Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount amountAggregate Principal Balance of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an Authorized Representative of execution the Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall be deemed to be provided upon delivery of such executed Notes), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. (1) Each Class of Notes is referred to in this Offering Circular using the respective term set forth under the heading “Designation” in the table above. XE “Notes” DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>.<<NUM>>.<<VER>> \* MERGEFORMAT BUSINESS.32370197.14 No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual manual, facsimile or facsimile. electronic. (b) Notes bearing the manual manual, facsimile or facsimile electronic signatures of any individual individuals who was were at any the time an Authorized Representative of execution Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Collateral Trustee or the Authenticating Agent for authentication and the Collateral Trustee or the Authenticating Agent, upon Issuer OrderOrder (which Issuer Order shall, in respect of a transfer of Notes hereunder, shall have been deemed to have been provided upon the Issuer's delivery of an executed Note to the Collateral Trustee), shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. . (d) Each Class A Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. . (e) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. . (f) 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 Collateral Trustee or by the Authenticating Agent by the manual facsimile or electronic signature of one of their Authorized Representativesauthorized signatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an Authorized Representative of execution the Officers of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture herein and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that If 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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one any of its Authorized Representativeschief executive officer, the chief financial officer or any other director or officer of the Issuer established pursuant to a Board Resolution. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance authentication of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes of any Series executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or in accordance with the Authenticating Agent, upon Issuer Order, Order shall authenticate and deliver such Notes as provided in Notes. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and not otherwise. Each Class A Note (subject to Section 6.1(a)(ii)) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms of such Notes have been established in conformity with the provisions of this Indenture, and that such Notes, when authenticated and delivered by the 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 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 Authenticating Agent upon Issuer Order on and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the Closing Date shall be dated as 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 Closing Datefirst Note of such Series to be issued. To the extent 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. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein executed by the Trustee by manual or by the Authenticating Agent by the manual signature of one of their Authorized Representativeselectronic signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this 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. The Notes shall be executed on behalf of the Issuer by at least one of its Authorized RepresentativesOfficer. The signature of such Authorized Representative 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 at any time an Authorized Representative the proper Officer of the Issuer shall bind the Issuer Issuer, notwithstanding the fact that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order for the Authenticating Agent for authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon in accordance with such Issuer Order, Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes as provided in the aggregate principal amount of $1,000,000,000 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 not otherwisethe Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. 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 Notes shall be executed on behalf of the Issuer Co Issuers by one an Authorized Officer of its Authorized Representativeseach of the Co Issuers. The signature signatures of such Authorized Representative Officers on each of the Notes may be manual or facsimile. facsimile (including in counterparts). (b) Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer or the Co Issuer shall bind the Issuer such Person, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer Co Issuers may deliver Notes Notes, executed by the Issuer Co Issuers, executed by the Issuer, to the Trustee or the Authenticating Agent for authentication authentication, and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. . (d) Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent to or upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. . (e) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding principal amount 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 Section 2, the original principal amount of such Note and the current Aggregate Outstanding Principal Amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. . (f) 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 or a certificate of authentication (the “Certificate of Authentication”), substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of each of the Issuer Co-Issuers by one of its their respective Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any the time an of execution Authorized Representative Officers of the Issuer or the Co-Issuer, as applicable, shall bind the Issuer and the Co-Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Applicable Issuers may deliver Notes executed by the Issuer Applicable Issuers to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Refinancing 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 Refinancing Date. All other Notes that are authenticated and delivered after the Closing Refinancing Date for any other purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount (or original aggregate face amount, as applicable) of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesauthorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf by each of the Issuer Issuers by one of its Authorized Representativestwo Officers. The signature of such Authorized Representative 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 any individual individuals who was were at any time an Authorized Representative the proper officers of the Issuer Issuers (or in the case of Mediacom Broadband LLC, of its sole member) shall bind the Issuer Issuers, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Initial Notes or Additional Notes executed by the Issuer Issuers to the Trustee or for authentication, together with an order for the Authenticating Agent for authentication and delivery of such Notes (the “Authentication Order”) directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee or the Authenticating Agent, upon Issuer Order, in accordance with such Authentication Order shall authenticate and deliver such Initial Notes as or Additional Notes. Upon receipt of the Authentication Order, the Trustee shall authenticate for original issue Exchange Notes and Private Exchange Notes; provided that such Exchange Notes and Private Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes of a like aggregate principal amount. The Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably request in this Indenture connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and not otherwisethe date on which the original issue of Initial Notes, Additional Notes, Exchange Notes or Private Exchange Notes is to be authenticated. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their its authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a Certificate certificate of Authentication, authentication substantially in the form provided for herein, herein duly executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized Representativesan authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.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. The Notes shall be executed on behalf of each of the Issuer Applicable Issuers by one of its their respective Authorized RepresentativesOfficers. The signature of such Authorized Representative Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of any individual individuals who was were at any time an the Authorized Representative Officers of the Issuer or the Co-Issuer, as applicable, shall bind the Issuer and the Co-Issuer, notwithstanding the fact that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer and the Co-Issuer may deliver Notes executed by the Issuer Applicable Issuers to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. 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 purpose under this Indenture shall be dated the date of their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations Authorized Integrals reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (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 2ARTICLE II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount (or original aggregate face amount, as applicable) of such subsequently issued Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided for herein, executed by the Trustee or by the Authenticating Agent by the manual signature of one of their Authorized RepresentativesOfficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.