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

Execution, Authentication and Delivery of Notes. (a) All Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer of the Issuer, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of the authentication and delivery thereof, such Note shall be valid and binding upon the Issuer and the Holder thereof shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such authentication upon any Notes will be conclusive evidence, and the only evidence, that such Notes have been duly authenticated, issued and delivered and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that may be issued hereunder. (d) The certificate by or on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty of the Trustee as to the validity of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenture.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Chief Legal Officer, Chief Accounting Officer, Director of Treasury, Treasurer, Secretary, or any of its Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or electronically by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of any of its Chief Executive Officer, appears on President, Chief Operating Officer, Chief Financial Officer, General Counsel, Chief Accounting Officer, Treasurer, or Secretary. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, as set forth in Section 17.05, the Trustee shall be valid entitled to receive and binding shall be fully protected in relying upon an Officer’s Certificate and an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary, any Assistant Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, provided that, subject to Section 16.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Note. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the form of Note attached as Exhibit A hereto, executed manually or electronically by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 16.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Chief Legal Officer, Chief Accounting Officer, Director of Treasury, Secretary, or any of its Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order, and upon receipt of the documents required by Section 17.05, shall authenticate and deliver such Notes, without any further action by the Company hereunder. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual or electronic signature of its Chief Executive Officer, holding office at President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the time of signing. An electronic or facsimile signature upon a Note shall for all purposes execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature U.S. Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, and the U.S. Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the U.S. Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes by the Holder thereof U.S. Trustee. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or by facsimile by authorized officers of the U.S. Trustee (or an authenticating agent appointed by the U.S. Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenturepurpose. Such authentication certificate by the U.S. Trustee (or such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the U.S. Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided, however, that the Trustee shall be valid entitled, in connection with the original issuance of any additional Notes issued pursuant to the first sentence of Section 2.10, to receive an Officers’ Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 16.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of its Chief Executive Officer, appears on President, Chief Financial Officer, General Counsel, Treasurer, Secretary, Deputy Secretary, Chief Accounting Officer or Controller. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold Company Order (such office at Company Order to include the date terms of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at facsimile, .PDF attachment or other electronically transmitted signature of one of its Authorized Officers. At any time and from time to time after the time of signing. An electronic or facsimile signature upon a Note shall for all purposes execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes, including any Additional Series B Notes, executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes as provided in this Indenture, without any further action by the Company hereunder; provided that the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel with respect to such issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Issuer and form set forth on the Holder thereof Form of Note attached as Exhibit A hereto, executed manually or by facsimile, .PDF attachment or other electronically transmitted signature by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 19.09), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture, . In case any Authorized Officer of the Trustee Company who shall from time to time authenticate one or more have signed any of the Notes (including Global Notes) for original issue on the issue date for of any series shall cease to be such Authorized Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)by the Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Authorized Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Authorized Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Authorized Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. With the delivery of this Indenture, the Company is furnishing, and from time to time thereafter may furnish, a Note certificate substantially in the form of Exhibit B (an “Authorization Certificate”) identifying and certifying the incumbency and specimen (and/or facsimile) signatures of its active authorized Officers. Until the Trustee receives a subsequent Authorization Certificate, the Trustee shall be entitled to conclusively rely on the last Authorization Certificate delivered to it for all purposes of this Indenture be deemed to be determining the relevant authorized Officers. Typographical and other minor errors or defects in any signature shall not affect the validity or enforceability of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of which has been duly authenticated and delivered by the Note or at Registrar. At any time and from time to time after the date execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Note Registrar for authentication, together with a Company Order for the authentication and delivery thereofof such Notes, and the Note Registrar in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. The Company Order shall specify the amount of Notes to be authenticated, the date on which the original issuance of such Notes is to be authenticated, the date on which the principal of such Notes will be payable and other terms relating to such Notes. The Note Registrar shall be valid thereupon authenticate and binding deliver said Notes to or upon the Issuer written order of the Company (as set forth in such Company Order). The Note Registrar shall have the right to decline to authenticate and deliver any Notes under this Section (a) unless and until it receives from the Holder thereof Company a Company Order instructing it to so authenticate and deliver such Notes and, if requested by the Note Registrar, an Officers’ Certificate and an Opinion of Counsel in accordance with Section 17.06 hereof; (b) if the Note Registrar determines that such action may not lawfully be taken; or (c) if the Note Registrar determines that such action would expose the Note Registrar to personal liability, unless indemnity and/or security and/or pre-funding satisfactory to the Note Registrar against such liability is provided to the Note Registrar. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Note Registrar, shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenturepurpose. Such authentication certificate by the Note Registrar upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Note Registrar, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such Persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of any Officer. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee or an Authentication Agent for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, such which order shall set forth the number of separate Note shall certificates, the principal amount of each of the Notes to be valid authenticated, the date on which the original issue of Notes is to be authenticated, the registered holders of the said Notes and binding upon the Issuer delivery instructions, and the Holder thereof Trustee or Authentication Agent in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually by an authorized officer of the Trustee or an Authentication Agent, shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such authentication an Authentication Agent upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture, . In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on an Authentication Agent, or disposed of by the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity proper Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Treasurer, Secretary or any of its Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, such which order shall set forth the number of separate Note shall certificates, the principal amount of each of the Notes to be valid authenticated, the date on which the original issuance of Notes is to be authenticated, the registered holders of the said Notes and binding upon the Issuer delivery instructions, and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity proper officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon of its Chairman or Vice-Chairman of the Board of Directors, Chief Executive Officer, President, any of its Executive or Senior Vice Presidents, or any of its Vice Presidents (whether or not designated by a Note shall for all purposes of this Indenture be deemed to be number or numbers or word or words added before or after the title “Vice President”). The signature of any of these officers on the individual whose signature it purports to beNotes shall be manual, facsimile, in the form of a .pdf attachment or by other means of electronic transmission. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at Notes shall be dated the date of their authentication. At any time and from time to time after the Note or at execution and delivery of this Indenture, the date of Company may deliver additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.11), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. In authenticating additional Notes after the date hereof., and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and, shall be fully protected in relying upon: (a) A 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 Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) Subject to the terms of this Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and an Officers’ Certificate delivered in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that may be issued hereunder.15.05; and (d) The certificate an Opinion of Counsel which shall state: (i) that the form of such Notes has been established by a supplemental indenture or by or on behalf pursuant to a resolution of the Trustee authenticating Notes will not be construed as a representation or warranty Board of the Trustee as to the validity of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes Directors in accordance with Sections 2.01 and the Trustee will be 2.02 and in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to conformity with the provisions of this Indenture; (ii) that the terms of such Notes have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; (iii) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles regardless of whether such enforceability is considered in a proceeding of law or equity; and (iv) that all laws and requirements in respect of the execution and delivery by the Company of such Notes have been complied with. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Notes had not ceased to be such officer of the Company: and any Note may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. The Trustee shall not be required, and shall have the right to decline, to authenticate and deliver such Notes (a) if the issue of such Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture; (b) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (c) if the Trustee, in good faith, determines that such action would expose the Trustee to personal liability to existing Holders. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes by one of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, such Note Company Order to specify the amount of Notes to be authenticated, the applicable rate at which interest will accrue on such Notes, the date on which the original issuance of such Notes is to be authenticated, the date from which interest on such Notes will begin to accrue, the date or dates on which interest on such Notes will be payable and the date on which the principal of such Notes will be payable and other terms relating to such Notes; provided that the Trustee shall be valid entitled to receive an Officers’ Certificate and binding upon an Opinion of Counsel with respect to the Issuer issuance, authentication and delivery of such Notes as provided in Section 17.05. The Trustee shall thereupon in accordance with such Company Order manually authenticate and deliver such Notes, without any further action by the Holder thereof Company hereunder. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office facsimile or electronic signature of its Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary or other Officer of the Company. Subject to Section 4.11(c), at any time and from time to time after the time of signing. An electronic or facsimile signature upon a Note shall for all purposes execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes, including any additional Notes or PIK Notes, executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided, however, that the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes; provided, further, that notwithstanding anything to the Holder thereof contrary herein, no Officer’s Certificate or Opinion of Counsel shall be required to be delivered in connection with a payment of PIK Interest on each Interest Payment Date (whether by an issuance of PIK Notes or by an increase in Global Notes reflecting a PIK Payment). Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 18.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Chief Legal Officer, Chief Accounting Officer, Director of Treasury, Secretary, or any of its Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer's Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of its Chief Executive Officer, appears on President, Chief Financial Officer, Treasurer, Chief Legal Officer, Assistant General Counsel, Corporate Controller or Secretary. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold Company Order (such office at Company Order to include the date terms of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to ‎Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Chief Legal Officer, Chief Accounting Officer, Treasurer, Secretary, or any of its Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or electronically by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. The Trustee shall not be required, and shall have the Holder thereof right to decline, to authenticate and deliver such Notes if the issue of such Notes pursuant to this Indenture (a) will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture; (b) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (c) if the Trustee, in good faith, determines that such action would expose the Trustee to personal liability to existing Holders, or (d) is in such a manner that is not reasonably acceptable to the Trustee. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The provisions set forth under this subsection (a) shall apply to the execution, authentication and delivery of the Notes: (i) The Notes will initially be represented by the Temporary Global Note without interest Coupons in substantially the form set forth in Exhibit A. (ii) Beneficial interests in the Temporary Global Note will be exchangeable for definitive Notes in bearer form, with Coupons attached, in substantially the form set forth in Exhibit B, on or after the Restricted Period Expiration Date upon and to the extent that the certification requirements set forth in Section 2.2(c)(ii) have been complied with. (iii) The Temporary Global Note shall be delivered by the Company to the Trustee at least one Business Day prior to the Closing Date, and the Trustee shall deliver the Temporary Global Note, duly authenticated by an authorized signatory of the Trustee upon instruction from the Company to the Common Depositary. The Company will deliver, or cause to be delivered, to the Trustee at least 10 days prior to the Restricted Period Expiration Date, the definitive Notes for delivery, authentication and endorsement by the Trustee as provided in Section 2.2(c), below. (b) The Trustee may, at its discretion, appoint any person to act as the agent of the Trustee in authenticating, delivering and endorsing the Notes or taking any other action that is required by this Indenture to be taken with respect thereto. Such person may authenticate, deliver and endorse the Notes whenever the Trustee may do so, unless limited by the terms of such appointment. Each reference in this Indenture and the Notes to authentication, delivery, endorsement or the taking of any other action by the Trustee shall include authentication, delivery, endorsement or the taking of any other action by any such agent so appointed. (i) The Trustee shall (subject to subsection (ii) below) on or after the Restricted Period Expiration Date authenticate and deliver to the Common Depositary for the account of owners of beneficial interests in the Temporary Global Note which have provided the certification described in subsection (ii) below, in exchange for the portion of the Temporary Global Note beneficially owned by such owners, the definitive Notes in an aggregate principal amount equal to the aggregate principal amount of the Temporary Global Note beneficially owned by such owners. (ii) Notwithstanding anything to the contrary in subsection (i) above, the Trustee will only authenticate and deliver the definitive Notes with respect to portions of the Temporary Global Note as to which Euroclear or Cedel has delivered to the Trustee a certificate or certificates substantially in the form set forth in Exhibit D, dated not earlier than the Restricted Period Expiration Date. Solely for the purposes of United States Treas. Reg. ss.1.163-5(c)(2)(i)(D), the Company hereby appoints the Trustee as its agent to receive any certificates substantially in the form of Exhibit D that are required to be delivered pursuant to this subsection (ii) and to retain any such certificates for a period of four calendar years following the year in which any such certificates are received, and the Trustee hereby accepts such appointment. The delivery to the Trustee by Euroclear or Cedel of such a certificate may be relied upon by the Company and the Trustee as conclusive evidence that a related certificate or certificates substantially in the form set forth in Exhibit E and dated not earlier than 15 days prior to the date of the related certificate of Euroclear or Cedel has or have been delivered (as provided in United States Treas. Reg. Section 1.163-5(c)(2)(i)(D) (3)) to Euroclear or Cedel by one or more beneficial owners of the Temporary Global Note. (iii) Upon delivery by Euroclear or Cedel to the Trustee of certificates substantially in the form of Exhibit D as contemplated in subsection (ii) above, the part of the Temporary Global Note referred to in such certificates shall be exchanged for definitive Notes and shall be endorsed on Schedule II to the Temporary Global Note to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such definitive Note or Notes. Until the entire principal amount of the Temporary Global Note has been so exchanged in full, holders of beneficial interests in the Temporary Global Note shall in all respects be entitled to the same benefits as holders of the definitive Notes authenticated and delivered hereunder, except that neither the holders nor the beneficial owners of the Temporary Global Note shall be entitled to receive payments of principal of, or interest or any Additional Amounts, if any, on, the Temporary Global Note except as provided in Section 2.2(e) and Exhibit A. (d) In the event that any Payment Date with respect to the Notes shall occur at a time when any portion of the principal amount of the Temporary Global Note has not been exchanged for definitive Notes, payments of principal of, and interest and Additional Amounts (if any), on that portion of the principal amount of the Temporary Global Note which has not been exchanged for definitive Notes shall be paid by the Company to the Trustee on or before such Payment Date and shall be held by the Trustee for payment to Euroclear or Cedel upon such exchange (whereupon Euroclear and Cedel have undertaken to credit such amount to the account of the owner(s) of the related portion(s)). (e) Interest payable after the delivery of a definitive Note may be collected only upon presentation of the Coupons attached thereto as they mature. (f) Any exchange pursuant to Section 2.2(c) shall be made free of charge to the holder and the beneficial owners of the Temporary Global Note and to the holders of the definitive Notes issued in exchange for beneficial interests in the Temporary Global Note as provided above. (g) Upon return of the entire principal amount of the Temporary Global Note to the Trustee in exchange for the definitive Notes, the Trustee shall cancel the Temporary Global Note by perforation and shall forthwith destroy such Temporary Global Note on behalf of the Company. (h) All Notes delivered to the Trustee, including the Temporary Global Note, shall be signed (either manually or on behalf of the Company by electronic or facsimile signature) by any a duly authorized director or officer of the IssuerCompany, holding office at the time of signingand any such signature may be manual or facsimile. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the The signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer person who shall hold such any office at the date of the Note or at the date of the authentication and delivery thereof, such signature may be used notwithstanding that when any Note shall be delivered any such person shall have ceased to hold such office. The Company covenants that each such Note, when issued, will constitute the legal, valid and binding upon the Issuer and the Holder thereof shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated by manual or electronic signature by or on behalf obligation of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such authentication upon any Notes will be conclusive evidenceCompany, and the only evidence, that such Notes have been duly authenticated, issued and delivered and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and enforceable in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that may be issued hereunderits terms. (d) The certificate by or on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty of the Trustee as to the validity of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenture.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of one of its Officers. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. The Trustee shall have the Holder thereof right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; (b) if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of any then-outstanding Series of Securities; or (c) if the issuance of any Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities under the Securities and/or this Indenture or otherwise in a manner not reasonably acceptable to the Trustee. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon of its Chairman or Vice-Chairman of the Board of Directors, Chief Executive Officer, President, any of its Executive or Senior Vice Presidents, or any of its Vice Presidents (whether or not designated by a Note shall for all purposes of this Indenture be deemed to be number or numbers or word or words added before or after the title “Vice President”). The signature of any of these officers on the individual whose signature it purports to beNotes shall be manual, facsimile, in the form of a .pdf attachment or by other means of electronic transmission. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at Notes shall be dated the date of their authentication. At any time and from time to time after the Note or at execution and delivery of this Indenture, the date of Company may deliver additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 16.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. In authenticating additional Notes after the date hereof., and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and, shall be fully protected in relying upon: (a) A 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 Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) Subject to the terms of this Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and an Officers’ Certificate delivered in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that may be issued hereunder.16.05; and (d) The certificate an Opinion of Counsel which shall state: (i) that the form of such Notes has been established by a supplemental indenture or by or on behalf pursuant to a resolution of the Trustee authenticating Notes will not be construed as a representation or warranty Board of the Trustee as to the validity of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes Directors in accordance with Section 2.01 and the Trustee will be Section 2.02 and in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to conformity with the provisions of this Indenture; (ii) that the terms of such Notes have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; (iii) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles regardless of whether such enforceability is considered in a proceeding of law or equity; and (iv) that all laws and requirements in respect of the execution and delivery by the Company of such Notes have been complied with. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Notes had not ceased to be such officer of the Company; and any Note may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. With the delivery of this Indenture, the Company is furnishing, and from time to time thereafter may furnish, a Note certificate substantially in the form of Exhibit B (an “Authorization Certificate”) identifying and certifying the incumbency and specimen (and/or facsimile) signatures of its active authorized Officers. Until the Trustee receives a subsequent Authorization Certificate, the Trustee shall be entitled to conclusively rely on the last Authorization Certificate delivered to it for all purposes of determining the relevant authorized Officers. Typographical and other minor errors or defects in any signature shall not affect the validity or enforceability of any Note which has been duly authenticated and delivered by the Trustee. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. The Company Order shall specify the amount of Notes to be valid authenticated (including the initial amount of Rule 144A Notes and binding the initial amount of Regulation S Notes), and the applicable rate at which interest will accrue on such Notes. The Trustee shall thereupon authenticate and deliver said Notes to or upon the Issuer written order of the Company (as set forth in such Company Order). The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section (a) unless and until it receives from the Company a Company Order instructing it to so authenticate and deliver such Notes and, if requested by the Trustee, an Officers’ Certificate and an Opinion of Counsel in accordance with Section 17.06 hereof; (b) if the Trustee determines that such action may not lawfully be taken; or (c) if the Trustee determines that such action would expose to Trustee to personal liability, unless indemnity and/or security and/or pre-funding satisfactory to the Trustee against such liability is provided to the Trustee and the Holder thereof Note Registrar. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note, executed manually or electronically by an authorized officer of the Trustee, shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such authentication upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. ​ ​ ​ In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such Persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chairman or Vice-Chairman of the Board of Directors, Chief Executive Officer, President or any of its Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually or by facsimile by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such officer of Notes outstanding at the Company and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity proper officers of the Company, although at the date of the execution of this Indenture or of any such person was not such an officer. The Trustee shall have the right to decline to authenticate and deliver any Notes or their issuance (except the due authentication thereof by under this Section if the Trustee) , being advised by counsel of national reputation, determines that such action may not lawfully be taken or as to the performance by the Issuer of its obligations under this Indenture or any Notes and if the Trustee will be in no respect liable or answerable for the use made of the proceeds of good faith shall determine that such Notes. The certificate by or on behalf of action would expose the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturepersonal liability to existing Noteholders.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually in the name and on behalf of the Company by the manual, facsimile or electronic signature of its Chairman of the Board, President and Chief Executive Officer, Chief Financial Officer and Treasurer or Chief Legal Officer and Corporate Secretary. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed manually, by facsimile or by electronic or facsimile signature) signature by any authorized director or officer the Company to the Trustee for authentication, together with a Company Order (such Company Order to include the terms of the Issuer, holding office at the time of signing. An electronic or facsimile signature upon a Note shall Notes) for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually, by facsimile or electronically by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An manual or electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that President, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, any individual whose signatureSenior Vice President, either manual the Controller, the Treasurer, the General Counsel, any Deputy General Counsel, the Secretary or any Assistant Secretary, in facsimile or other electronic meanseach case, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at Company. At any time and from time to time after the date execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually or electronically by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, General Counsel, Chief Accounting Officer, Treasurer, Secretary, or any of its Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or electronically by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall of its Chairman of Board of Directors (disregarding, solely for all purposes of this Indenture be deemed Section 2.04, the phrase “or a committee of such board duly authorized to be the signature act for it hereunder” of the individual whose signature it purports to be. Notwithstanding that definition of Board of Directors), Chief Executive Officer, Chief Financial Officer, Secretary or any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at Founder Directors. At any time and from time to time after the date execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company signed by one Officer and delivered to the Trustee (the “Authentication Order”) for the authentication and delivery thereofof such Notes, an Officers’ Certificate and an Opinion of Counsel, such Note Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall be valid and binding upon the Issuer reasonably request, and the Holder thereof Trustee in accordance with such Authentication Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.11), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. Typographical and other minor errors or defects in any signature shall not affect the validity or enforceability of any Note which has been duly authenticated and delivered by the Trustee. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of any of its Officers. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. On the date of this Indenture, upon receipt of a Company Order, the Trustee shall authenticate Notes for original issue in the form of (i) one or more temporary Physical Notes, each bearing the restrictive legend set forth in Section 2.05(c), in the aggregate principal amount of $57,500,000, and (ii) one Global Note, not bearing the restrictive legend set forth in Section 2.05(c), in the aggregate principal amount of $0. The Trustee shall deliver such Physical Notes to the Company on behalf of the Holders and shall hold such Global Note as Custodian. The Company shall thereafter provide to the Trustee an Opinion of Counsel stating that such Physical Notes do not constitute Restricted Securities and providing that the restrictive legend on such Physical Notes may be removed. Upon delivery of such Opinion of Counsel, the Company, on behalf of the Holders, shall deliver such Holders’ Physical Notes and such Holders’ Certificates of Exchange to the Trustee and shall direct the Trustee to accept the deposit instructions submitted by the Holders through DTC’s DWAC program, whereupon the Trustee shall exchange such Physical Notes for interests in the originally issued Global Note. The aggregate principal amount of such Global Note shall be valid and binding upon increased by adjustments made on the Issuer records of the Trustee, and the Holder thereof Trustee shall make corresponding entries on the “Schedule of Exchanges of Notes” attached thereto. The Trustee shall thereupon cancel the temporary Physical Notes in accordance with Section 2.08. Attached hereto as Exhibit C is a schedule showing (i) the names of the Holders, (ii) the aggregate principal amount of the temporary Physical Note to be delivered to the Company on each Holder’s behalf and (iii) the DTC Number of the relevant DTC participant. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or in the name and on behalf of the Company by electronic the manual or facsimile signature) by any authorized director or officer signature of the Issuer, holding at least one of its Officers. If an Officer whose signature is on a Note no longer holds that office at the time of signing. An electronic or facsimile signature upon a the Trustee authenticates the Note, the Note shall for all purposes be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes and the documents required under Section 17.06 hereto, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that the Trustee shall be valid entitled to receive an Officers’ Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.11), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be an Officer of the validity Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such NotesPerson was not such an Officer. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenture064310-0812-15924-Active.25775846.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon of its President, Treasurer, Secretary or any of its Vice President (whether or not designated by a Note shall for all purposes number or numbers or word or words added before or after the title “Vice President”). At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or any such person was not such an Officer. Holders of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for are entitled to the use made benefits of the proceeds of such Notes. The certificate by or on behalf Support Agreement available to Lenders (as defined in the Support Agreement), it being understood and agreed that the Notes constitute Debt (as defined in the Support Agreement) for purposes of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this IndentureSupport Agreement.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or in the name and on behalf of the Company by electronic the manual or facsimile signature) , or by way of a digital signature provided by DocuSign or Adobe Pro (or such other digital signature provider as specified in writing to the Trustee by the authorized representative), of an Officer thereof. At any authorized director or officer of time and from time to time after the Issuer, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. For the avoidance of doubt, the Trustee shall not be obligated to authenticate a Note hereunder unless and until it has received a Company Order in accordance with the terms hereof. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 18.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture and the related Guarantee or be valid or obligatory for any purpose unless purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder and the Notes are entitled to the benefits of this Indenture and the related Guarantee. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by manual the Trustee, or electronic signature disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Trustee substantially in Company by such Persons as, at the form provided for herein or in actual date of the relevant Supplemental Indenture. Such authentication upon any Notes will be conclusive evidence, and the only evidence, that such Notes have been duly authenticated, issued and delivered and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount execution of such Notes to Note, shall be authenticated and the Officers of the Company, although at the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that may be issued hereunder. (d) The certificate by or on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty of the Trustee as to the validity execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Chief Legal Officer, Chief Accounting Officer, Director of Treasury, Secretary, or any of its Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually, electronically or by facsimile by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at facsimile or electronic signature of its Chief Executive Officer, Chief Financial Officer or Chief Legal Officer. At any time and from time to time after the time of signing. An electronic or facsimile signature upon a Note shall for all purposes execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Chief Legal Officer, Chief Accounting Officer, Director of Treasury, Secretary, or any of its Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer's Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually, electronically or by facsimile by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual or electronic signature of its Chief Executive Officer, holding office at President, Chief Financial Officer, Treasurer, Corporate Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the time of signing. An electronic or facsimile signature upon a Note shall for all purposes execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes by the Holder thereof Trustee. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed by manual or electronic signature by authorized officers of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in (or such an authenticating agent) upon any Note executed by the form Company as provided for herein or in the relevant Supplemental Indenture. Such authentication upon any Notes will this Section 2.04 shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided, however, that the Trustee shall be valid entitled, in connection with the original issuance of any additional Notes issued pursuant to the first sentence of Section 2.10, to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 16.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of any of its Chief Executive Officer, appears on President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, as set forth in Section 17.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon (other than with respect to any PIK Notes) an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at facsimile or electronic signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the time of signing. An electronic or facsimile signature upon a Note shall for all purposes execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or electronically by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of its Chief Executive Officer, appears on President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes. Notwithstanding anything in the Base Indenture to the contrary, only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this the Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject of the Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the terms Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of this Indentureby the Company, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, General Counsel, Chief Accounting Officer, Treasurer, any Assistant Treasurer, Secretary, any Assistant Secretary, or any of its Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or electronically by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order, and upon receipt of the documents required by Section 17.05, shall authenticate and deliver such Notes, without any further action by the Company hereunder. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or in the name and on behalf of the Company by electronic the manual or facsimile signature) by signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any authorized director of its Executive or officer of the Issuer, holding Senior Vice Presidents. If an Officer whose signature is on a Note no longer holds that office at the time of signing. An electronic or facsimile signature upon a Note is authenticated, the Note shall for all purposes nevertheless be valid; and any Note may be signed on behalf of this Indenture be deemed to the Company by such persons as, at the actual date of the execution of such Note, shall be the signature Officers of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureCompany, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office although at the date of the Note execution of this Indenture any such person was not such an Officer. (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver to the Trustee for authentication (i) Notes for original issue in an aggregate principal amount of $60,000,000, and (ii) any Notes issued in exchange or at replacement for the date of foregoing Notes in accordance with this Indenture, executed by the Company, in each case, together with a Company Order for the authentication and delivery thereofof such Notes and an Officers’ Certificate and an Opinion of Counsel. The Trustee in accordance with such Company Order and upon receipt of an Officers’ Certificate and an Opinion of Counsel shall authenticate and deliver such Notes, without any further action by the Company hereunder. (c) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes in accordance with Section 21.10. 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, the Company or an Affiliate of the Company. (d) Each Note shall be dated the date of its authentication. (e) Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and binding upon the Issuer delivered hereunder and that the Holder thereof shall be is entitled to the benefits of this Indenture. (bf) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such authentication upon any Notes will be conclusive evidence, and the only evidence, that such Notes have been duly authenticated, issued and delivered and that the Holder is entitled Provisions relating to the benefits hereof. (c) Subject to the terms of this Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that may be issued hereunder. (d) The certificate by or on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty of the Trustee as to the validity of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute are set forth in Appendix A, which is hereby incorporated in and expressly made a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions part of this Indenture.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of its Chief Executive Officer, appears on President, Chief Financial Officer, Chief Accounting Officer, Treasurer, Chief Legal and Administrative Officer, Chief Legal Officer, General Counsel or Secretary. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold Company Order (such office at Company Order to include the date terms of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to ‎Section 17.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Issuer by the time of signing. An electronic manual or facsimile signature upon a Note of any Officer. The Trustee shall authenticate (i) Initial Notes for all purposes original issue on the Issue Date in an aggregate Initial Principal Amount of $36,242,500 and (ii) subject to compliance with the provisions of this Indenture be deemed Indenture, one or more series of Notes (“Additional Notes”), for original issue after the Issue Date (such Notes to be substantially in the signature form of Exhibit A) in an unlimited aggregate principal amount, in each case upon written order of the individual whose signature it purports Issuer which shall certify that such issuance is in compliance with the conditions precedent of this Indenture, together with an enforceability opinion that contains customary exceptions. In addition, each such order shall specify the amount of Notes to be. Notwithstanding that any individual whose signaturebe authenticated, either manual the date on which the Notes are to be authenticated, whether the securities are to be Initial Notes or in facsimile or other electronic means, appears Additional Notes and the aggregate Initial Principal Amount of Notes outstanding on a Note as a director or officer may no longer hold such office at the date of authentication, and shall further specify the Note amount of such Notes to be issued as Global Notes. Such Notes shall initially be in the form of one or at more Global Notes, which (i) shall represent, and shall be denominated in an amount equal to the date aggregate Initial Principal Amount of, the Notes to be issued, (ii) shall be registered in the name of the authentication Depositary or its nominee and delivery thereof, such Note (iii) shall be valid delivered by the Trustee to the Depositary or held by the Trustee pursuant to the Depositary’s instruction. All Notes issued under this Indenture shall vote and binding upon consent together on all matters as one class and no series of Notes shall have the Issuer and right to vote or consent as a separate class on any matter. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Issuer shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Issuer who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Issuer, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Issuer; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Issuer by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Issuer, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Chief Legal Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Secretary, or any of its Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or electronically by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An manual or electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureChief Executive Officer, either manual the Executive Vice President, Chief Financial Officer or Treasurer, and the General Counsel, Corporate Secretary, Deputy General Counsel or Assistant Secretary, in facsimile or other electronic meanseach case, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at Company. At any time and from time to time after the date execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual or electronic signature of its Chief Financial Officer, holding office at any Executive Vice President, its General Counsel, Secretary, an Associate Secretary or its Treasurer. At any time and from time to time after the time of signing. An electronic or facsimile signature upon a Note shall for all purposes execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or electronically by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of its Chief Executive Officer, appears on President, Chief Financial Officer, Chief Accounting Officer, Treasurer, General Counsel or Secretary. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold Company Order (such office at Company Order to include the date terms of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. With the delivery of this Indenture, the Company is furnishing, and from time to time thereafter may furnish, a Note certificate substantially in the form of Exhibit B (an “Authorization Certificate”) identifying and certifying the incumbency and specimen (and/or facsimile) signatures of its active authorized Officers. Until the Trustee receives a subsequent Authorization Certificate, the Trustee shall be entitled to conclusively rely on the last Authorization Certificate delivered to it for all purposes of determining the relevant authorized Officers. Typographical and other minor errors or defects in any signature shall not affect the validity or enforceability of any Note which has been duly authenticated and delivered by the Trustee. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. The Company Order shall specify the amount of Notes to be valid authenticated, the applicable rate at which interest will accrue on such Notes, the date on which the original issuance of such Notes is to be authenticated, the date from which interest will begin to accrue, the date or dates on which interest on such Notes will be payable and binding the date on which the principal of such Notes will be payable and other terms relating to such Notes. The Trustee shall thereupon authenticate and deliver said Notes to or upon the Issuer written order of the Company (as set forth in such Company Order). The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section (a) unless and until it receives from the Holder thereof Company a Company Order instructing it to so authenticate and deliver such Notes; (b) if the Trustee determines that such action may not lawfully be taken; or (c) if the Trustee determines that such action would expose to Trustee to personal liability, unless indemnity and/or security satisfactory to the Trustee against such liability is provided to the Trustee. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee, shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such authentication upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such Persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of this Indenture be deemed any Officer. At any time and from time to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at time after the date of the Note or at execution and delivery of this Indenture, the date of Company may deliver additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall rely upon: (a) A 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 Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and 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 Note Officer’s Certificate; (b) an executed supplemental indenture, if required; (c) an Officer’s Certificate delivered in accordance with Section 16.05; and (d) an Opinion of Counsel which shall be state: (1) that the form of such Notes has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in accordance with Section 2.02 and Section 2.04 and in conformity with the provisions of this Indenture; (2) that the terms of such Notes have been established in accordance with Section 2.02 and in conformity with the other provisions of this Indenture; and (3) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding upon obligations of the Issuer Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the Holder thereof enforcement of creditors’ rights and to general equity principles. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually by a Responsible Officer of the Trustee (or an authorized officer of an authenticating agent appointed by the Trustee as provided by Section 16.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate of authentication executed by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. All Notes shall be dated that date of their authentication. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such Person as, at the actual date of the Trustee as to execution of such Note, shall be an Officer of the validity Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All Section 303 of the Base Indenture shall not apply to the Notes. Instead, the provisions of this Section 2.05 shall, with respect to the Notes, supersede in its entirety Section 303 of the Base Indenture and all references in the Base Indenture to Section 303 thereof shall be deemed, for the purposes of the Notes, to be references to this Section 2.05. The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Supplemental Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or together with a Company Order, an Officers’ Certificate and an Opinion for Counsel in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of accordance with Section 16.05 for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. In authenticating such Notes, and accepting the additional responsibilities under the Indenture in relation to such Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, (i) an Opinion of Counsel stating as follows: (a) that the form or forms of such Notes have been established in conformity with the provisions of the Indenture; (b) that the terms of such Notes have been established in conformity with the provisions of the Indenture; and (c) that such Notes, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with the Indenture, authenticated and delivered by the Trustee in accordance with the Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding upon obligations of the Issuer Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Notes; and (ii) an Officers’ Certificate stating, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Notes shall have occurred and be continuing. The Trustee shall not be required to authenticate Notes that are not substantially in the form attached hereto if the issue of such Notes pursuant to the Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Notes and the Holder thereof Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. Notwithstanding the generality of the foregoing, the Trustee will not be required to authenticate the Notes denominated in a foreign currency if the Trustee reasonably believes that it would be unable to perform its duties with respect to such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note set forth on Exhibit A attached hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 16.10 hereunder), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this the Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject of the Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the terms Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of this Indentureby the Company, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Supplemental Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual or electronic signature of any of its Chief Executive Officer, holding office at President, Chief Financial Officer, Treasurer, Secretary or any of its Executives or Senior Vice Presidents. At any time and from time to time after the time of signing. An electronic or facsimile signature upon a Note shall for all purposes execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes (including PIK Notes) executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 19.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of its Chief Executive Officer, appears on President, Chief Financial Officer, General Counsel, Treasurer, Secretary, Deputy Secretary, Chief Accounting Officer or Controller. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold Company Order (such office at Company Order to include the date terms of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at facsimile or electronic signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the time of signing. An electronic or facsimile signature upon a Note shall for all purposes execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided, however, that the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 13.17, shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at facsimile or electronic signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the time of signing. An electronic or facsimile signature upon a Note shall for all purposes execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. The Trustee shall not be required, and shall have the Holder thereof right to decline, to authenticate and deliver such Notes if the issue of such Notes pursuant to this Indenture (a) will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture; (b) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (c) if the Trustee, in good faith, determines that such action would expose the Trustee to personal liability to existing Holders, or (d) is in such a manner that is not reasonably acceptable to the Trustee. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board, President and Chief Executive Officer, Chief Financial Officer and Treasurer or Chief Legal Officer and Corporate Secretary. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed manually, by facsimile or by electronic or facsimile signature) signature by any authorized director or officer the Company to the Trustee for authentication, together with a Company Order (such Company Order to include the terms of the Issuer, holding office at the time of signing. An electronic or facsimile signature upon a Note shall Notes) for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to ‎Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. ​ In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of one of its Officers. At any time and from time to time after the execution and delivery of this Indenture, appears on the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes and increase the principal amount of any Global Note as a result of a PIK Payment in the amount set forth in the applicable notice, without any further action by the Company hereunder. Each Company Order will specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, whether the securities are to be PIK Notes and the aggregate principal amount of Notes outstanding on the date of authentication, and will further specify the amount of such Notes to be issued as Global Notes. Such Notes will initially be the form of one or more Global Notes, which (i) will represent, and will be denominated in an amount equal to the aggregate principal amount of, the Notes to be Issued, (ii) will be registered in the name of the Depositary or its nominee and (iii) will be held by the Trustee as Custodian. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual or electronic signature of its Chief Executive Officer, holding office at the President, the Chief Financial Officer, the Corporate Secretary, the Vice President Finance or the Vice President Legal. At any time of signing. An electronic or facsimile signature upon a Note shall for all purposes and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes by the Holder thereof Trustee. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by authorized officers of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Treasurer (or Assistant Treasurer), Secretary (or Assistant Secretary) or any of its Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes and such documents required under Section 16.05 hereof, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. For the avoidance of doubt, the Trustee shall not be obligated to authenticate a Note hereunder unless and until it has received a Company Order in accordance with the terms hereof. The Company Order shall specify the amount of Notes to be valid authenticated (including the initial amount of Rule 144A Notes and binding the initial amount of Regulation S Notes), and the applicable rate at which interest will accrue on such Notes. The Trustee shall thereupon authenticate and deliver said Notes to or upon the Issuer and written order of the Holder thereof Company (as set forth in such Company Order). Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually, electronically or by facsimile by a Responsible Officer (or an authenticating agent appointed by the Trustee as provided by Section 16.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such Persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at facsimile or electronic signature which may be imprinted or otherwise reproduced thereon, including without limitation via DocuSign, of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the time of signing. An electronic or facsimile signature upon a Note shall for all purposes execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. For the avoidance of doubt, the Company will not be required to deliver an Opinion of Counsel to the Trustee in connection with the authentication of the Notes on the original issue date of the Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such Persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or in the name and on behalf of the Company by electronic the manual or facsimile signature) of its Chief Executive Officer, the President, the Chief Financial Officer, the Corporate Secretary, the Vice President Finance or the Vice President Legal. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by any authorized director or officer the Company to the Trustee for authentication, together with a Company Order (such Company Order to include the terms of the Issuer, holding office at the time of signing. An electronic or facsimile signature upon a Note shall Notes) for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes by the Holder thereof Trustee. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or in facsimile by authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Supplemental Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or together with a Company Order, an Officers’ Certificate and an Opinion for Counsel in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of accordance with Section 16.05 for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. In authenticating such Notes, and accepting the additional responsibilities under the Indenture in relation to such Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, (i) an Opinion of Counsel stating as follows: (a) that the form or forms of such Notes have been established in conformity with the provisions of the Indenture; (b) that the terms of such Notes have been established in conformity with the provisions of the Indenture; and (c) that such Notes, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with the Indenture, authenticated and delivered by the Trustee in accordance with the Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding upon obligations of the Issuer Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Notes; and (ii) an Officers’ Certificate stating, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Notes shall have occurred and be continuing. The Trustee shall not be required to authenticate Notes that are not substantially in the form attached hereto if the issue of such Notes pursuant to the Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Notes and the Holder thereof Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. Notwithstanding the generality of the foregoing, the Trustee will not be required to authenticate the Notes denominated in a foreign currency if the Trustee reasonably believes that it would be unable to perform its duties with respect to such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note set forth on Exhibit A attached hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 16.10 hereunder), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this the Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject of the Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the terms Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of this Indentureby the Company, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Supplemental Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of its Chief Executive Officer, appears on President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold Company Order (such office at Company Order to include the date terms of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of its Chief Executive Officer, appears on President, Chief Financial Officer, Chief Accounting Officer, Treasurer, General Counsel, Secretary, any of its Executive, Senior Vice Presidents or Directors. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold Company Order (such office at Company Order to include the date terms of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall be valid entitled to receive an Officer's Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon of any of its Officers. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note shall for all purposes Company Order and an Officers’ Certificate and an Opinion of Counsel in accordance with Section 17.05 of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. 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 shall be fully protected in relying upon, (i) an Opinion of Counsel stating, (a) that the form or forms of such Notes have been established in conformity with the provisions of this Indenture; (b) that the terms of such Notes have been established in conformity with the provisions of this Indenture; and (c) that such Notes, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding upon obligations of the Issuer Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the Holder thereof enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Notes; and (ii) an Officers’ Certificate stating, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Notes shall have occurred and be continuing. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon of its Chairman or Vice-Chairman of the Board of Directors, Chief Executive Officer, President, any of its Executive or Senior Vice Presidents, or any of its Vice Presidents (whether or not designated by a Note shall for all purposes of this Indenture be deemed to be number or numbers or word or words added before or after the title “Vice President”). The signature of any of these officers on the individual whose signature it purports to beNotes shall be manual, facsimile, in the form of a .pdf attachment or by other means of electronic transmission. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at Notes shall be dated the date of their authentication. At any time and from time to time after the Note or at execution and delivery of this Indenture, the date of Company may deliver additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. In authenticating additional Notes after the date hereof., and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and, shall be fully protected in relying upon: (a) A 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 Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) Subject to the terms of this Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and an Officers’ Certificate delivered in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that may be issued hereunder.15.05; and (d) The certificate an Opinion of Counsel which shall state: (i) that the form of such Notes has been established by a supplemental indenture or by or on behalf pursuant to a resolution of the Trustee authenticating Notes will not be construed as a representation or warranty Board of the Trustee as to the validity of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes Directors in accordance with Section 2.01 and the Trustee will be Section 2.02 and in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to conformity with the provisions of this Indenture; (ii) that the terms of such Notes have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; (iii) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles regardless of whether such enforceability is considered in a proceeding of law or equity; and (iv) that all laws and requirements in respect of the execution and delivery by the Company of such Notes have been complied with. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Notes had not ceased to be such officer of the Company; and any Note may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually in the name and on behalf of the Company by the manual or facsimile signature of its Chief Executive Officer, President, Chief Financial Officer, Chief Corporate Counsel, Chief Accounting Officer, Treasurer, Corporate Secretary, or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed manually, by facsimile or by electronic or facsimile signature) signature by any authorized director or officer the Company to the Trustee for authentication, together with a Company Order (such Company Order to include the terms of the Issuer, holding office at the time of signing. An electronic or facsimile signature upon a Note shall Notes) for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of its Chief Executive Officer, appears on President, Chief Financial Officer, General Counsel, Chief Accounting Officer, Treasurer, Secretary, or any of its Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold Company Order (such office at Company Order to include the date terms of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All Notes shall be signed (either manually or by electronic or facsimile signature) by any two authorized director directors or officer officers of the Issuer, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of the authentication and delivery thereof, such Note shall be valid and binding upon the Issuer and the Holder thereof shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such authentication upon any Notes will be conclusive evidence, and the only evidence, that such Notes have been duly authenticated, issued and delivered and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.102.11. Except as provided in Section 7.106.10, there is no limit on the amount of Notes that may be issued hereunder. (d) The certificate by or on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty of the Trustee as to the validity of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenture.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of its Chief Executive Officer, appears on President, Chief Financial Officer, Chief Accounting Officer, Treasurer, Chief Legal and Administrative Officer, Chief Legal Officer, General Counsel or Secretary. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold Company Order (such office at Company Order to include the date terms of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of its Chief Executive Officer, appears on President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold Company Order (such office at Company Order to include the date terms of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at facsimile or pdf or other electronically-imaged signature (including, without limitation, DocuSign or AdobeSign) of an Officer. At any time and from time to time after the time of signing. An electronic or facsimile signature upon a Note shall for all purposes execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that the Trustee shall be valid entitled to receive an Officer’s Certificate and binding an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes to the effect that all conditions provided for in the Indenture relating to the issuance, authentication and delivery of such Notes (including any covenants compliance with which constitutes a condition precedent) have been complied with. The Company Order shall specify the amount of Notes to be authenticated (including the initial amount of Rule 144A Notes), and the applicable rate at which interest will accrue on such Notes. The Trustee shall thereupon authenticate and deliver said Notes to or upon the Issuer and written order of the Holder thereof Company (as set forth in such Company Order). Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or by pdf or other electronically-imaged signature (including, without limitation, DocuSign or AdobeSign) by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon of its Chairman or Vice-Chairman of the Board of Directors, Chief Executive Officer, President, any of its Executive or Senior Vice Presidents, or any of its Vice Presidents (whether or not designated by a Note shall for all purposes of this Indenture be deemed to be number or numbers or word or words added before or after the title “Vice President”). The signature of any of these officers on the individual whose signature it purports to beNotes shall be manual, facsimile, in the form of a .pdf attachment or by other means of electronic transmission. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at Notes shall be dated the date of their authentication. At any time and from time to time after the Note or at execution and delivery of this Indenture, the date of Company may deliver additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.11), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. In authenticating additional Notes after the date hereof., and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and, shall be fully protected in relying upon: (a) A 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 Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) Subject to the terms of this Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and an Officers’ Certificate delivered in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that may be issued hereunder.15.05; and (d) The certificate an Opinion of Counsel which shall state: (i) that the form of such Notes has been established by a supplemental indenture or by or on behalf pursuant to a resolution of the Trustee authenticating Notes will not be construed as a representation or warranty Board of the Trustee as to the validity of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes Directors in accordance with Section 2.01 and the Trustee will be Section 2.02 and in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to conformity with the provisions of this Indenture; (ii) that the terms of such Notes have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; (iii) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles regardless of whether such enforceability is considered in a proceeding of law or equity; and (iv) that all laws and requirements in respect of the execution and delivery by the Company of such Notes have been complied with. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Notes had not ceased to be such officer of the Company; and any Note may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its (a) President or any Vice President and (b) Chief Financial Officer, Treasurer, Secretary or any Assistant Treasurer or Assistant Secretary. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature Trustee for authentication, together with a Company Order (such Company Order to include the terms of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Notes) for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or electronically by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of any of its Chief Executive Officer, appears on President, Chief Financial Officer, Treasurer, Controller, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All Notes shall be signed (either manually or by electronic or facsimile signature) by any two authorized director directors or officer officers of the Issuer, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of the authentication and delivery thereof, such Note shall be valid and binding upon the Issuer and the Holder thereof shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such authentication upon any Notes will be conclusive evidence, and the only evidence, that such Notes have been duly authenticated, issued and delivered and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.102.10. Except as provided in Section 7.107.5, there is no limit on the amount of Notes that may be issued hereunder. (d) The certificate by or on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty of the Trustee as to the validity of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenture.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the IssuerCompany by the manual, holding office at the time of signing. An electronic or facsimile signature upon of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. With the delivery of this Indenture, the Company is furnishing, and from time to time thereafter may furnish, a Note certificate substantially in the form of Exhibit B (an “Authorization Certificate”) identifying and certifying the incumbency and specimen (and/or facsimile) signatures of its active authorized Officers. Until the Trustee receives a subsequent Authorization Certificate, the Trustee shall be entitled to conclusively rely on the last Authorization Certificate delivered to it for all purposes of determining the relevant authorized Officers. Typographical and other minor errors or defects in any signature shall not affect the validity or enforceability of any Note which has been duly authenticated and delivered by the Trustee. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. The Company Order shall specify the amount of Notes to be valid authenticated (including the initial amount of Rule 144A Notes and binding the Regulation S Notes), and the applicable rate at which interest will accrue on such Notes. The Trustee shall thereupon authenticate and deliver said Notes to or upon the Issuer written order of the Company (as set forth in such Company Order). The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section (a) unless and until it receives from the Company a Company Order instructing it to so authenticate and deliver such Notes and, if requested by the Trustee, an Officers’ Certificate and an Opinion of Counsel in accordance with Section 17.06 hereof; (b) if the Trustee determines that such action may not lawfully be taken; or (c) if the Trustee determines that such action would expose the Trustee to personal liability, unless indemnity and/or security and/or pre-funding satisfactory to the Trustee against such liability is provided to the Trustee and the Holder thereof Note Registrar. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note, executed manually or electronically by an authorized officer of the Trustee, shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such authentication upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such Persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic meanssignature of any of its Chief Executive Officer, appears on President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, as set forth in Section 18.05, the Trustee shall be valid entitled to receive an Officer’s Certificate and binding upon (other than with respect to any PIK Notes) an Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 18.09), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which Person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that Person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall initially be delivered in definitive, registered form to the Holders and shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes by one of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes (including PIK Notes issued in physical form) executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, and the Trustee in accordance with such Note Company Order shall manually authenticate and deliver such Notes, without any further action by the Company hereunder; provided that the Trustee shall be valid entitled to receive an Officers’ Certificate and binding upon Opinion of Counsel of the Issuer Company with respect to the issuance, authentication and delivery of such Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the Holder thereof form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that person was not such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturean Officer.

Execution, Authentication and Delivery of Notes. (a) All The Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer in the name and on behalf of the Issuer, holding office at Company by the time of signing. An electronic manual or facsimile signature upon a Note shall for all purposes of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. At any time and from time to time after the execution and delivery of this Indenture be deemed Indenture, the Company may deliver Notes executed by the Company to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signatureTrustee for authentication, either manual or in facsimile or other electronic means, appears on together with a Note as a director or officer may no longer hold such office at the date of the Note or at the date of Company Order for the authentication and delivery thereofof such Notes, such Note shall be valid and binding upon the Issuer and the Holder thereof Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture. (b) No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated purpose. Such certificate by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for herein (or in the relevant Supplemental Indenture. Such authentication such an authenticating agent) upon any Notes will Note executed by the Company shall be conclusive evidence, and evidence that the only evidence, that such Notes have Note so authenticated has been duly authenticated, issued authenticated and delivered hereunder and that the Holder is entitled to the benefits hereof. (c) Subject to the terms of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”)Company, without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to nevertheless may be authenticated and delivered or disposed of as though the date on which person who signed such Notes are had not ceased to be authenticated. The aggregate principal amount such Officer of Notes outstanding at the Company; and any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10. Except as provided in Section 7.10, there is no limit on the amount of Notes that Note may be issued hereunder. (d) The certificate by or signed on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty Company by such persons as, at the actual date of the Trustee as to execution of such Note, shall be the validity Officers of the Company, although at the date of the execution of this Indenture or of any such person was not such an Officer. The Trustee shall have the right to decline to authenticate and deliver any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or any Notes and if the Trustee will be in no respect liable or answerable for the use made of the proceeds of good faith shall determine that such Notes. The certificate by or on behalf of action would expose the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenturepersonal liability.