Common use of Forms Generally Clause in Contracts

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Couponsinterest coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any applicable securities exchange exchange, organizational document, governing instrument or to conform to general usagelaw or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponsinterest coupons, if any, as evidenced by their execution of such the Securities and Couponsinterest coupons, if any. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponsinterest coupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponsinterest coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponsinterest coupons, if any, shall may be printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner (or, if such Securities are listed on any securities exchange, any other manner permitted by the rules of such securities exchange), all as determined by the officers executing such Securities and Couponsinterest coupons, if any, as evidenced by their execution of such Securities and Couponsinterest coupons, if any.

Forms Generally. The Securities of each series and the Couponscoupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable law, rule or regulation or with any the rules or regulations pursuant thereto, or with any rules usage of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall may be typeset, printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner or medium, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution or in one or more Board Resolutions (indentures supplemental hereto, and, if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as set forth provided in Section 3.01 and the terms of such Securities provide for the endorsement thereon or attachment thereto of Guarantees by such Guarantor, such Guarantees to be endorsed on or attached to such Securities shall be in substantially such form as shall be established by or pursuant to a Guarantor’s Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing of such establishment) Guarantor or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponsor Guarantees, if anyrespectively, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities and CouponsFor purposes hereof, if anya Guarantee that is endorsed on, or otherwise attached to, a Security shall be printeddeemed “endorsed” on such Security. Anything herein to the contrary notwithstanding, lithographed there shall be no requirement that any Security have endorsed thereon or engraved on steel engraved borders attached thereto a Guarantee or a notation of a Guarantee, but such a Guarantee or notation of a Guarantee may be produced in any other manner, all endorsed thereon or attached thereto as determined contemplated by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if anythis Section 2.01.

Forms Generally. The Securities of each series and the Couponscoupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepository therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. If temporary Securities of any series are issued as permitted by Section 2.113.04, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.01, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be printed, lithographed or engraved on steel engraved borders boarders or may be produced in any other manner, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.

Forms Generally. The Securities of each series and the Couponscoupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. Unless otherwise provided as contemplated in Section 3.1, Securities will be issued only in registered form without coupons or in the form of one or more global securities. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record (which may be in the form of an Officers’ Certificate) of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.

Forms Generally. The Securities of each series (and the Coupons, if any, Guaranty to be attached thereto endorsed thereon) shall be substantially in the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend letters, numbers or other marks of identification and such legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements as may be required to comply with any law applicable law, rule or regulation or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistent with the provisions of this Indenture, be determined by the officer or officers executing such Securities and Couponsor Guaranty, if anyas the case may be, as evidenced by their execution of such the Securities and Couponsor Guaranty, as the case may be. If temporary In the case of Securities of any series that are issued as permitted by Section 2.11convertible at the option of Holders into shares of Common Stock, the form thereof also of election to convert shall be substantially in the form set forth in Section 2.17, or in such other form as shall be established by or pursuant to a Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as provided in are required or permitted by this Indenture and may be imprinted or otherwise reproduced on the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securitiesseries. The definitive Securities and Coupons, if any, the Guaranty endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officer or officers executing such Securities and Couponsor Guaranty, if anyas the case may be, as evidenced by their execution of such Securities and Couponsor Guaranty, if anyas the case may be.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer or the Guarantor and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and, if applicable, the notations of Subsidiary Guarantees to be endorsed thereon, and the Coupons, if any, to be attached thereto Trustee’s certificate of authentication shall be in substantially the form set forth in this Article Two, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable tax laws or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usage, all as automated quotation system on which the Securities of such series may be listed or traded or the rules of any Depositary therefor or as may, consistently herewith, be determined to be appropriate by the officers executing such Securities and Couponsor notations of Subsidiary Guarantees, if anyas the case may be, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form or forms of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, of each series shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, or engraved on steel engraved borders borders, if required by any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, or may be produced in any other mannermanner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if any.Securities. SECTION 202. Form of Face of Security. No. $

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto issued hereunder shall be substantially in such form and bear such legends (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions of the Issuer (as set forth in a Board Resolution of the Issuer or, to the extent established pursuant to rather than set forth in a Board ResolutionResolution of the Issuer, an Officer’s Officers' Certificate of the Issuer detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers of the Issuer executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s 's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto Trustee's certificate of authentication shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable tax laws or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageautomated quotation system on which the Securities of such series may be listed or traded or Depositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, of each series shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series Series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one an Officer Action or more a resolution of the Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) of Directors or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture (the provisions of which shall be appropriate to reflect the terms of each Series of Securities, including the currency or denomination, which may be Dollars, Foreign Currency or ECU) and may have imprinted or otherwise reproduced thereon such legend or legends or endorsementslegends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any. Each Security shall bear a notation of Guarantee in substantially the form set forth in Section 2.02. Notwithstanding the foregoing, the notation of Guarantee to be endorsed on the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record Securities of any series may have such action taken pursuant theretoappropriate insertions, including a copy omissions, substitutions and other corrections from the form thereof referred to above as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the approved form rules of Securities any securities exchange or Couponsas may, if anyconsistently herewith, shall be certified determined by the Secretary or an Assistant Secretary of officers delivering the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated same, in each case as evidenced by Section 2.4 for the authentication and delivery of such Securitiesdelivery. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such the form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary When the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. If required or appropriate under applicable law, Unregistered Securities must have the following statement on their face: “Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”. If required or appropriate under applicable law, Unregistered Securities and their coupons must have the following statement on their face: “By accepting this obligation, the Holder represents and warrants that it is not a U.S. Person (other than an exempt recipient described in section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder) and that it is not acting for or on behalf of a U.S. Person (other than an exempt recipient described in section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder).” The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other mannersuch manner or combination of manners, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Couponscoupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable law, rule or regulation or with any the rules or regulations pursuant thereto, or with any rules usage of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Corporate Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall may be typeset, printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner or medium, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.

Forms Generally. The Securities of each series and the Couponscoupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. Unless otherwise provided as contemplated in Section 3.1, Securities will be issued only in registered form without coupons or in the form of one or more global securities. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record (which may be in the form of an Officers' Certificate) of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.

Forms Generally. The Securities of each series Bonds issuable hereunder shall be issued in two Classes. The Bonds and the Coupons, if any, to be attached thereto Trustee's certificate of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as the forms set forth in a Board Resolution orthis Article II, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Issuer's judgment be necessary, appropriate or convenient to permit the Bonds to be issued and sold or held in bearer form, to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Bonds or to comply, or facilitate compliance, with other applicable laws or regulations, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange on which the Bonds may be listed, or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyBonds, as evidenced by their execution thereof. While Bonds may contain the above referenced provisions with respect to Bonds issued in bearer form, no Bonds may actually be issued in bearer form until the Issuer and the Trustee shall have entered into an appropriate supplemental indenture pursuant to Section 10.01(7) providing for such issuance. Any portion of such Securities and Coupons. If temporary Securities the text of any series are issued as permitted by Section 2.11, Bond may be set forth on the form reverse thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy reference on the face of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such SecuritiesBond. The definitive Securities and Coupons, if any, Bonds shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders borders, or may be typewritten or photocopied, or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Bonds may be listed, all as determined by the officers executing such Securities and Coupons, if anyBonds, as evidenced by their execution of such Securities and Coupons, if anythereof.

Forms Generally. The Securities Registered Debentures, if any, of each series and the CouponsBearer Debentures, if any, to be attached thereto of each series and related Coupons shall be substantially in such form (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Debentures or Coupons, if any, as evidenced by their execution of such Securities and the Debentures or Coupons. If temporary Securities Debentures of any series are issued in global form as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, Debentures or Coupons of the any series (or any such temporary global Debenture) are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such SecuritiesDebentures (or any such temporary global Debenture) or Coupons. Unless otherwise specified as contemplated by Section 3.1, Debentures in bearer form shall have interest Coupons attached. The definitive Securities Debentures and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Debentures or Coupons, if any, as evidenced by their execution of such Securities and Debentures or Coupons, if any.

Forms Generally. The Securities of each series and the CouponsTrustee's certificate of authentication and the interest coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any applicable securities exchange exchange, organizational document, governing instrument or to conform to general usagelaw or as may, all as may consistently herewith, be determined by the officers executing such the Securities of that series and Couponsinterest coupons, if any, to be attached thereto, as evidenced by their execution of such the Securities and Couponsinterest coupons, if any. If temporary Securities of any series are issued as permitted by Section 2.11304, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponsinterest coupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponsinterest coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive Securities and CouponsAny portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise provided pursuant to Section 301, Bearer Securities, if any, shall have interest coupons attached. The definitive Securities of any series shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities of that series may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Couponscoupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable law, rule or regulation or with any the rules or regulations pursuant thereto, or with any rules usage of any securities exchange or to conform to general usageDepository therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Corporate Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be typeset, printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner or medium, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.

Forms Generally. The Securities Securities, the Trustee’s certificates of each series authentication and the Coupons, if any, to be attached Guarantees annexed thereto or endorsed thereon shall be in substantially the forms set forth in this Article Two or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more supplemental indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary thereof or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities, with the Guarantees duly annexed thereto or endorsed thereon. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of each of the Issuer Company and the Guarantor and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive Securities and CouponsSecurities, if anywith the Guarantees annexed thereto or endorsed thereon, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto Trustee's certificates of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as and set forth in a such Board Resolution Resolutions, or, to the extent established pursuant to to, rather than set forth in a in, such Board ResolutionResolutions, an Officer’s Officers' Certificate detailing such establishment) , or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend letters, numbers or other marks of identification and such legends or endorsementsendorsements placed thereon, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsexecution. If temporary the form or forms of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board ResolutionResolution of the Company, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established pursuant to Section 3.01 by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or Officers' Certificates or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such the Securities and Coupons, if any. If temporary Securities of any series are issued in global form as permitted by Section 2.113.04, the form thereof also shall be established as provided in the preceding sentence. If the forms form of Securities and Coupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.. SECTION

Forms Generally. The Securities of each series and the Couponsand, if anyapplicable, the Subsidiary Guarantees to be attached thereto endorsed thereon, shall be in fully registered form and in substantially in such form or forms (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor Subsidiary Guarantees, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary Securities of any series are issued in global form as permitted by Section 2.11304, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a A copy of the Board Resolution together with an appropriate record establishing the form or forms of Securities of any series (or any such action taken pursuant theretotemporary global Security), including a copy of the approved form of Securities or Coupons, if anySecurities, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security). The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. The Trustee’s certificate of such authentication shall be in substantially the following form: “This is one of the Securities and Couponsof the series designated therein referred to in the within-mentioned Indenture. [ ], if any[ ], AS TRUSTEE By AUTHORIZED SIGNATORY”.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto Trustee's certificates of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as and set forth in a such Board Resolution Resolutions, or, to the extent established pursuant to to, rather than set forth in a in, such Board ResolutionResolutions, an Officer’s Officers' Certificate detailing such establishment) , or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend letters, numbers or other marks of identification and such legends or endorsementsendorsements placed thereon, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsexecution. If temporary the form or forms of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board ResolutionResolution of the Company, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods or, if applicable, may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities Registered Securities, if any, of each series and the CouponsBearer Securities, if any, to be attached of each series and related coupons appertaining thereto shall be in substantially in such form or forms (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor coupons appertaining thereto, as evidenced by their execution of such the Securities and Couponsor coupons appertaining thereto. If temporary Securities of any series are issued in global form as permitted by Section 2.11304, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a A copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of establishing the approved form or forms of Securities or Coupons, if any, coupons appertaining thereto of any series (or any such temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons appertaining thereto. Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have interest coupons appertaining thereto attached. The definitive Securities and Couponscoupons appertaining thereto, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anyor coupons appertaining thereto, as evidenced by their execution of such Securities and Coupons, if anythereof.

Forms Generally. The Securities of each series and the Couponsand, if anyapplicable, the Subsidiary Guarantees to be attached thereto endorsed thereon shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponsor Subsidiary Guarantees, if anyas the case may be, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities. SECTION 202. Form of Face of Security. [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] Group 1 Automotive, Inc. ---------- No. $ --------- ----------- Group 1 Automotive, Inc., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________________, or registered assigns, the principal sum of ______________________________________ Dollars on ________________________________________________________ [if the Security is to bear interest prior to Maturity, insert -- , and to pay interest thereon from _____________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ____________ and ____________ in each year, commencing _________, at the rate of ____% per annum, until the principal hereof is paid or made available for payment, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _______ or _______ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and Couponsupon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ______% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert -- any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in ____________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto related Guarantees shall be in substantially the forms set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution oror Officers’ Certificate of the Company or the Guarantor, to the extent established pursuant to rather than set forth in a Board Resolutionas applicable, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor Guarantees, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are or related Guarantees is established by, or by action taken pursuant to, a Board ResolutionResolution or Officers’ Certificate, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company or the Guarantor, as the case may be, and delivered to the Trustee at or prior to the delivery of the Issuer Company Order or the Guarantor Order, as the case may be, contemplated by Section 2.4 ‎Section 3.03 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, the definitive Guarantees shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Couponsor Guarantees, if anyas the case may be, as evidenced by their execution of such Securities and Coupons, if anyor Guarantees.

Forms Generally. The Debt Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form one of the forms (not inconsistent with this Indentureincluding global form) as shall be established by in or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with and shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification or designation and such legend or legends or endorsements, endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rules rule or regulations regulation made pursuant thereto, thereto or with any rules rule or regulation of any securities exchange or self-regulatory organization on or in which any series of the Debt Securities may be listed or included, or to conform to general usage, all as may be determined by the officers executing such Debt Securities and Coupons, if any, as conclusively evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentenceDebt Securities. If the forms form of a series of Debt Securities and Coupons, if any, of the series are (or any Global Note) is established by, in or by action taken pursuant to, to a Board Resolution, a copy of the such Board Resolution shall be delivered to the Trustee, together with an appropriate record of any such action taken pursuant thereto, including a copy of Officers' Certificate setting forth the approved form of Securities or Couponssuch series, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such SecuritiesDebt Securities (or any such Global Note). The definitive Debt Securities and Coupons, if any, of each series shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anyDebt Securities, as conclusively evidenced by their execution of such Securities and Coupons, if anyDebt Securities.

Forms Generally. The Debt Securities of each series and the Coupons, if any, to be attached thereto of each series shall be in substantially in such the form (not inconsistent with this Indenture) as shall be established without the approval of any Holder by or pursuant to one or more a resolution of the Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) of Directors or in one or more indentures Indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, Indenture or as may be required or appropriate to comply with any law or with any rules or regulations made pursuant thereto, thereto or with any rules of any securities exchange on which such series of Debt Securities may be listed, or to conform to general usage, all or as may may, consistently herewith, be determined by the officers executing such Debt Securities and Coupons, if any, as evidenced by their execution of such the Debt Securities and Coupons. If temporary The definitive Debt Securities of any each series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities and Coupons, if any, as evidenced by their execution of such Debt Securities and Coupons. Each Bearer Security and each Coupon shall bear a legend substantially to the following effect: "Any United States Person who holds this obligation will be subject to limitations under the United States income tax laws, if anyincluding the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code."

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto Trustee's certificates of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as and set forth in a such Board Resolution Resolutions, or, to the extent established pursuant to to, rather than set forth in a in, such Board ResolutionResolutions, an Officer’s Officers' Certificate detailing such establishment) , or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend letters, numbers or other marks of identification and such legends or endorsementsendorsements placed thereon, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers Officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsexecution. If temporary the form or forms of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board ResolutionResolution of the Company, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental heretoSection 3.1, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with contrary to the provisions of this Indenture, or as may be required to comply with any law or with any rules or regulations made pursuant thereto, thereto or with any rules of any securities exchange or of any automated quotation system, or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as conclusively evidenced by their execution of the Securities. The Guarantees to be endorsed on the Securities of each series shall be in substantially such form as shall be established pursuant to Section 2.2, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Guarantor may deem appropriate and as are not contrary to the provisions of this Indenture, or as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or of any automated quotation system, or to conform to usage, all as determined by the officers executing such Guarantees, as conclusively evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such SecuritiesGuarantees. The definitive Securities shall be prepared by the Company and Coupons, if any, shall be printed, lithographed or engraved on steel steel-engraved borders borders, or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as conclusively evidenced by their execution of such Securities, subject to the rules of any securities exchange or automated quotation system on which such Securities are listed or quoted and Coupons, if any(with respect to Global Securities) to the rules of the Depository.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto Trustee's certificate of authentication shall be in substantially the form set forth in this Article Two, or in such other form (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable tax laws or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageautomated quotation system on which the Securities of such series may be listed or traded or Depositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, of each series shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Couponsand, if anyapplicable, the Subsidiary Guarantees to be attached thereto endorsed thereon, shall be in fully registered form and in substantially in such form or forms (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor Subsidiary Guarantees, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary Securities of any series are issued in global form as permitted by Section 2.11304, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a A copy of the Board Resolution together with an appropriate record establishing the form or forms of Securities of any series (or any such action taken pursuant theretotemporary global Security), including a copy of the approved form of Securities or Coupons, if anySecurities, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security). The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. The Trustee’s certificate of such authentication shall be in substantially the following form: “This is one of the Securities and Couponsof the series designated therein referred to in the within- mentioned Indenture. [ ], if anyAS TRUSTEE By AUTHORIZED SIGNATORY.”

Forms Generally. The Securities of each series and Guarantees and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities Securities, Guarantees and Coupons, if any, as evidenced by their execution of such Securities the Securities, Guarantees and Coupons, if any. If temporary Securities of any series are issued in global form as permitted by Section 2.113.04, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities Securities, Guarantees and Coupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities Securities, Guarantees or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities To the extent applicable, NAI, the Guarantor and Couponsthe Trustee, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution and delivery of this Indenture, expressly agree to such Securities terms and Coupons, if anyprovisions and to be bound thereby.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s 's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary [Secretary] or an [Assistant Secretary Secretary] of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the CouponsTrustee’s certificate of authentication and the interest coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any applicable securities exchange exchange, organizational document, governing instrument or to conform to general usagelaw or as may, all as may consistently herewith, be determined by the officers executing such the Securities of that series and Couponsinterest coupons, if any, to be attached thereto, as evidenced by their execution of such the Securities and Couponsinterest coupons, if any. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponsinterest coupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponsinterest coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. The definitive Securities and CouponsAny portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise provided pursuant to Section 3.1, Bearer Securities, if any, shall have interest coupons attached. The definitive Securities of any series shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities of that series may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and CouponsSecurities. If temporary Securities of any series are issued as permitted by Section 2.112.12, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary Officer of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons; provided, however, that such legends or endorsements shall not affect the rights, duties, liabilities or responsibilities of the Trustee. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities Bonds of each series Series and the Coupons, if any, to be attached thereto Trustee's certificate of authentication thereon shall be in substantially in such the form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as forms set forth in a Board Resolution orthe Series Supplement pursuant to which such Bonds are constituted and as may in the Issuer's judgment be necessary, appropriate or convenient to permit the Bonds to be issued and sold to or held in bearer form by non-United States Persons, to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the extent established pursuant Bonds, or to rather than set forth in a Board Resolutioncomply, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental heretofacilitate compliance, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and applicable laws. Each Series of Bonds may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange on which the Bonds may be listed, or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyBonds, as evidenced by their execution thereof. While Bonds may contain the above-referenced provisions with respect to Bonds issued in bearer form, no Bonds may actually be issued in bearer form until the Issuer and the Trustee shall have entered into an appropriate supplemental indenture pursuant to Section 9.1(8) providing for such issuance. Any portion of such Securities and Coupons. If temporary Securities the text of any series are issued as permitted by Section 2.11, Bond may be set forth on the form reverse thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy reference on the face of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such SecuritiesBond. The definitive Securities and Coupons, if any, Bonds shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Bonds may be listed, all as determined by the officers executing such Securities and Coupons, if anyBonds, as evidenced by their execution thereof. Each Class of such Securities and CouponsBook Entry Bonds shall be evidenced by one or more certificates physically held by the Clearing Agency, if anywhich certificates may be typewritten, printed, lithographed, mimeographed or otherwise produced.

Forms Generally. The Securities of each series and the Couponscoupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. Unless otherwise provided as contemplated in Section 3.1, Securities will be issued only in registered form without coupons or in the form of one or more global securities. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Corporate Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto issued hereunder shall be substantially in such form and bear such legends (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions of the Issuer (as set forth in a Board Resolution of the Issuer or, to the extent established pursuant to rather than set forth in a Board ResolutionResolution of the Issuer, an Officer’s Officers' Certificate of the Issuer detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any. If temporary Securities of any series the Issuer are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Debt Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in the form of Exhibit A hereto or in such other form (not inconsistent with this Indenture) as shall be established by in or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with and shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification or designation and such legend or legends or endorsements, endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rules rule or regulations regulation made pursuant thereto, thereto or with any rules rule or regulation of any securities exchange on which any series of the Debt Securities may be listed, or to conform to general usage, all as may be determined by the officers executing such Debt Securities and Coupons, if any, as conclusively evidenced by their execution of such Securities and CouponsDebt Securities. If temporary the form of Debt Securities (or any Global Note) of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the such Board Resolution shall be delivered to the Trustee, together with an appropriate record of any such action taken pursuant thereto, including a copy of Officers' Certificate setting forth the approved form of Securities or Couponssuch series, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such SecuritiesDebt Securities (or any such Global Note). The Subject to Section 3.4, the definitive Debt Securities and Coupons, if any, of each series shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anyDebt Securities, as conclusively evidenced by their execution of such Securities and Coupons, if anyDebt Securities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to (rather than set forth in in) a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and CouponsSecurities. If temporary Each Security shall bear a notation of Guarantee in substantially the form set forth in Section 2.03. Notwithstanding the foregoing, the notation of Guarantee to be endorsed on the Securities of any series are issued as permitted by Section 2.11may have such appropriate insertions, omissions, substitutions and other corrections from the form thereof also shall referred to above as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be established as provided in required to comply with the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record rules of any such action taken pursuant theretosecurities exchange or as may, including a copy of the approved form of Securities or Couponsconsistently herewith, if any, shall be certified determined by the Secretary or an Assistant Secretary of officers delivering the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated same, in each case as evidenced by Section 2.4 for the authentication and delivery of such Securitiesdelivery. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established pursuant to Section 3.01 by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or Officers' Certificates or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such the Securities and Coupons, if any. If temporary Securities of any series are issued in global form as permitted by Section 2.113.04, the form thereof also shall be established as provided in the preceding sentence. If the forms form of Securities and Coupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. (a) The Securities of each series and the CouponsRegistered Notes, if any, to be attached thereto of each Series and the Bearer Notes, if any, of each Series and related coupons shall be in substantially in such form (not inconsistent with this Indenture) the forms as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental heretoSupplemental Indentures, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or law, with any rules rule or regulations regulation made pursuant thereto, or with any the rules of any securities exchange or to conform to general usageusage as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyNotes or coupons, as evidenced by their execution of the Notes or coupons. If the forms of Notes or coupons of any Series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Securities action shall be certified by any one of the Board members or officers, as the case may be, of each of the Issuers and Couponsdelivered to the Trustee or Trustees at or prior to the delivery of the Issuers Order contemplated by Section 3.3(c) for the authentication and delivery of such Notes or coupons. If temporary Securities Notes of any series Series are issued in Global form as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, Any portion of the series are established bytext of any Note may be set forth on the reverse thereof, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy reference thereto on the face of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order Note. (b) Unless otherwise specified as contemplated by Section 2.4 for 3.1, Notes in bearer form shall have interest coupons attached. (c) The Trustee’s certificate of authentication on all Notes shall be in substantially the authentication and delivery of such Securities. form set forth in this Article. (d) The definitive Securities Notes and Coupons, if any, coupons shall be printed, lithographed or engraved or produced by any combination of these methods on steel steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Issuers executing such Securities and Coupons, if anyNotes or coupons, as evidenced by their execution of such Securities and Coupons, if anyNotes or coupons.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions of the Issuer (as set forth in a Board Resolution or, and to the extent established pursuant to rather than set forth in a Board ResolutionResolution of the Issuer, in an Officer’s Officers' Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any. Rule 144A Securities shall (i) be issued initially in the form of one or more Registered Global Securities in substantially the form set forth in Exhibit A, (ii) contain the legends set forth in Section 2.13 and (iii) be registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Issuer and the Guarantor and authenticated by the Trustee as provided in this Article. Securities offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall (i) be issued initially in the form of one or more temporary Registered Global Securities in substantially the form set forth in Exhibit A, (ii) contain each of the legends set forth in Section 2.13 and (iii) be registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Issuer and the Guarantor and authenticated by the Trustee as hereinafter provided (a "Temporary Offshore Global Security"). At any time following termination of the Restricted Period, upon receipt by the Trustee and the Issuer of a certificate substantially in the form set forth in Exhibit B hereto, one or more permanent Registered Global Securities substantially in the form of Exhibit A hereto and containing the legend set forth in Section 2.13(c) (a "Permanent Offshore Global Security"), duly executed by the Issuer and the Guarantor and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Security in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Security transferred. Prior to the termination of the Restricted Period and receipt of the certificate referred to above, beneficial interests in a Temporary Offshore Global Security may be held only through Euroclear or Clearstream. The aggregate principal amount of any Offshore Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the nominee of the Depositary for the Offshore Global Security. No Permanent Offshore Global Securities may be issued until expiration of the applicable Restricted Period and receipt by the Issuer and the Trustee from the (x) proposed transferor of a certificate substantially in the form set forth in Exhibit C or (y) holder of a beneficial interest being exchanged, of certification that such holder is a non-U.S. person (within the meaning of Regulation S under the Securities Act) or a U.S. person who acquired such interest in a transaction exempt from the registration requirements of the Securities Act.

Forms Generally. The Guaranteed Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to of the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) Issuer or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable tax laws or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageautomated quotation system on which the Guaranteed Securities of such series may be listed or traded or the Depositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyGuaranteed Securities, as evidenced by their execution of such Securities and Couponsthe Guaranteed Securities. If temporary the form of Guaranteed Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board ResolutionResolution of the Issuer, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and of each of the Guarantors delivered to the Trustee at or prior to the delivery of the Issuer Order and the Guarantor Order contemplated by Section 2.4 303 for the authentication and delivery of such Guaranteed Securities. The definitive Guaranteed Securities and Coupons, if any, shall be typewritten, printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange or automated quotation system on which the Guaranteed Securities of such series may be listed or traded, all as determined by the officers executing such Securities and Coupons, if anyGuaranteed Securities, as evidenced by their execution of such Securities and Coupons, if anyGuaranteed Securities.

Forms Generally. The Securities of each series and the Couponscoupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to of the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) Company or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or notations, legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law by law, stock exchange rule or with any rules usage or regulations pursuant theretoas may, or with any rules of any securities exchange or to conform to general usageconsistently herewith, all as may be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 2.03 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 2.02, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced produces in any other manner, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.. Each Security shall have an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon substantially in the form set forth in Exhibit A. ---------

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto Trustee's certificates of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as and set forth in a such Board Resolution Resolutions, or, to the extent established pursuant to to, rather than set forth in a in, such Board ResolutionResolutions, an Officer’s officers' Certificate detailing such establishment) , or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend letters, numbers or other marks of identification and such legends or endorsementsendorsements placed thereon, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers Officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsexecution. If temporary the form or forms of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board ResolutionResolution of the Company, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Order Company order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series tranche and the Coupons, if any, Guarantees to be attached thereto endorsed thereon as contemplated in Article Fourteen shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution orof the Company or the Guarantor, to as the extent established pursuant to rather than set forth in a Board Resolutioncase may be, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor Guarantees endorsed thereon, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be tranche or Guarantees endorsed thereon is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board ResolutionResolution of the Company or the Guarantor, as applicable, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company or of the Guarantor, as applicable, and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, Guarantees endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anyor Guarantees, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. (a) The Securities Registered Securities, if any, of each series and the CouponsBearer Securities, if any, to be attached thereto of each series and related coupons shall be in substantially in such form (not inconsistent with this Indenture) the forms as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or law, with any rules rule or regulations regulation made pursuant thereto, or with any the rules of any securities exchange or to conform to general usageusage as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor coupons, as evidenced by their execution of such the Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentenceor coupons. If the forms of Securities and Coupons, if any, or coupons of the any series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 303(c) for the authentication and delivery of such SecuritiesSecurities or coupons. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. (b) Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. (c) The Trustee’s certificate of authentication on all Securities shall be in substantially the form set forth in this Article. (d) The definitive Securities and Coupons, if any, coupons shall be printed, lithographed or engraved or produced by any combination of these methods on steel steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Issuer executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities or coupons. Subject to Section 609 and CouponsSection 611, if anythe Trustee’s certificate of authentication shall be in substantially the following form: Dated: This is one of the Securities of the series designated, and issued under the Indenture as described herein. [ ], as Trustee By Authorized Officer THE CERTIFICATE OF THE TRUSTEE SIGNED ON THE SECURITIES WILL NOT BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY THE TRUSTEE AS TO THE VALIDITY OF THE INDENTURE OR OF THE SECURITIES OR OF THEIR ISSUANCE AND THE TRUSTEE WILL IN NO RESPECT BE LIABLE OR ANSWERABLE FOR THE USE MADE OF SUCH SECURITIES OR ANY OF THEM OR THE PROCEEDS THEREOF. THE CERTIFICATE OF THE TRUSTEE SIGNED ON THE SECURITIES WILL, HOWEVER, BE A REPRESENTATION AND WARRANTY BY THE TRUSTEE THAT THE SECURITIES HAVE BEEN DULY CERTIFIED BY OR ON BEHALF OF THE TRUSTEE PURSUANT TO THE PROVISIONS OF THE INDENTURE.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and CouponsSecurities. If temporary Securities of any series are issued as permitted by Section 2.112.12, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary Officer of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s 's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached Guarantees relating thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution orof the Company, to in the extent established pursuant to rather than set forth case of Securities, and of the Guarantor, in a Board Resolutionthe case of Guarantees, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor Guarantees, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, or the form thereof also shall be Guarantees relating thereto is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company or the Guarantor, as the case may be, and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of the Securities of such Securitiesseries initially delivered by the Company to the Trustee. The Trustee's certificates of authentication shall be in substantially the form set forth in this Article. The definitive Securities and Coupons, if any, of any series shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which such Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such the form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more a Board Resolutions (as Resolution and set forth in a Board Resolution or, to the extent an Officers' Certificate or established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in by one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially the form set forth in this Article with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The definitive Securities and Coupons, if any, shall may be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities. SECTION 202. Form of Trustee's Certificate of Authentication. This is one of the Securities of the series designated therein and Couponsissued pursuant to the within-mentioned Indenture. ------------------------------ as Trustee By ---------------------------- Authorized Signatory -13- SECTION 203. Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (13) of Section 301 and the provisions of Section 302, such Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amounts, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. The provisions of the last sentence of Section 303 shall apply to any Securities represented by a Security in global form if anysuch Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with respect to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Global Securities will be issued in registered form and may be issued in either temporary or permanent form.

Forms Generally. The Securities Registered Securities, if any, of each series and the CouponsBearer Securities, if any, to be attached thereto of each series and related coupons, if any, shall be in substantially the form set forth in Exhibit A and Exhibit B to this Indenture, respectively, or in such other form (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental heretohereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section 301, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of the Securities and coupons, if any. If the forms of Securities and coupons, if any, of any series (or the form of any such temporary or permanent global Security) are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such securities or coupons (or any such temporary or permanent global Security). Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with interest coupons, if any, attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and coupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any. SECTION 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. The First National Bank of Chicago, as Trustee By -------------------------------- Authorized Officer SECTION 203. Securities in Global Form. If temporary Securities of any a series are issued issuable in global form, as permitted specified as contemplated by Section 2.11301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form thereof also in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be established in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding sentence. If paragraph, the forms Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities and Couponsrepresented by a permanent global Security as shall be specified in a written statement of the Holder of such permanent global Security or, if anyin the case of a permanent global Security in bearer form, of the series are established byEuro-clear or CEDEL S.A., or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered which is produced to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if anyPerson.

Forms Generally. The Subordinated Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Subordinated Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than but not set forth in a Board Resolution, an Officer’s 's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Subordinated Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Subordinated Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Subordinated Securities and Coupons, if any, as evidenced by their execution of such Subordinated Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Subordinated Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Subordinated Securities and Coupons, if any, as evidenced by their execution of such Subordinated Securities and Coupons, if any.

Forms Generally. The Securities of each series (including the Trustee’s certification of authentication and the Coupons, if any, notation thereon relating to be attached thereto the Guarantees) shall be substantially in such form (not inconsistent with this Indenture) or forms as shall be established by or pursuant to one or more Board Resolutions (as and set forth in a such Board Resolution Resolutions, or, to the extent established pursuant to to, rather than set forth in a in, such Board ResolutionResolutions, an Officer’s Officers’ Certificate detailing such establishment) , or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any applicable law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers of the Corporation executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, or, to the extent established pursuant to, rather than set forth in, such Board Resolutions, an Officers’ Certificate detailing such establishment, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Corporation and delivered to the Trustee at or prior to the delivery of the Issuer Corporation Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Any such Board Resolution, Officers’ Certificate or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution or Officers’ Certificate. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series Bonds issuable hereunder shall be issued in a single class. The Bonds and the Coupons, if any, to be attached thereto Trustee's certificate of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as the forms set forth in a Board Resolution orthis Article II, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Issuer's judgment be necessary, appropriate or convenient to permit the Bonds to be issued and sold or held in bearer form, to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Bonds or to comply, or facilitate compliance, with other applicable laws or regulations, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange on which the Bonds may be listed, or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyBonds, as evidenced by their execution thereof. While Bonds may contain the above referenced provisions with respect to Bonds issued in bearer form, no Bonds may actually be issued in bearer form until the Issuer and the Trustee shall have entered into an appropriate supple mental indenture pursuant to Section 10.01(7) providing for such issuance. Any portion of such Securities and Coupons. If temporary Securities the text of any series are issued as permitted by Section 2.11, Bond may be set forth on the form reverse thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy reference on the face of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such SecuritiesBond. The definitive Securities and Coupons, if any, Bonds shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders borders, or may be typewritten or photocopied, or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Bonds may be listed, all as determined by the officers executing such Securities and Coupons, if anyBonds, as evidenced by their execution of such Securities and Coupons, if anythereof.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in the form of Exhibit A or Exhibit B to this Indenture or such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a if so authorized by Board Resolution, by an Officer’s Certificate detailing such establishmentOfficers' Certificate) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and Indenture. The Securities may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such the Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any. SECTION 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication on all Securities shall be in substantially the following form: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee By --------------------------------- Authorized Signatory

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s 's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities. SECTION 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities and Couponsof the series designated therein referred to in the within-mentioned Indenture. -----------------------------------, if anyas Trustee By --------------------------------- Authorized Signatory ARTICLE THREE.

Forms Generally. The Senior Debt Securities of each series and the Coupons, if any, to be attached thereto shall be substantially issuable as registered securities without coupons and in such form (not inconsistent with this Indenture) forms as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, pursuant to Section 3.01, in each case with such insertions, omissions, substitutions and other variations as are required or permitted by this Senior Debt Securities Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or rule or regulation made pursuant thereto or with the rules of any securities exchange or Depositary therefor, or as may, consistently herewith, be determined by the officers executing such Senior Debt Securities, all as evidenced by any such execution. The Trustee’s certificates of authentication shall be in substantially the form set forth in Section 2.02 or Section 6.14. The Guarantee by the Guarantor to be endorsed on the Senior Debt Securities of each series (other than Senior Debt Securities issued by RBSG) shall be substantially in the form set forth in this Article, or as shall be established by or pursuant to a Board Resolution, or in one of more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Senior Debt Securities Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsementsendorsements placed thereon as may, not inconsistent with the provisions of this Indentureconsistently herewith, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officer or officers executing such Securities and Coupons, if anyGuarantees, as evidenced evidences by their the officer’s or officers’ execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted (whether by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, facsimile or otherwise) of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such SecuritiesGuarantees. The definitive Senior Debt Securities and Coupons, if any, Guarantees shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Senior Debt Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySenior Debt Securities, as evidenced by their execution of such Securities and Coupons, if anythereof.

Forms Generally. The Securities of each series and the related Guarantees and the Coupons, if any, of such series to be attached thereto shall each be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as or pursuant to authority granted by one or more Board Resolutions and, subject to Section 3.01, set forth in, or determined in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolutionmanner provided in, an Officer’s Certificate detailing such establishment) Certificate, or established in one or more indentures supplemental hereto, in each case case, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers Officers executing such Securities Securities, Guarantees and Coupons, if any, as evidenced by their execution of such Securities the Securities, Guarantees and Coupons, if any. If temporary Securities of any series are issued in global form as permitted by Section 2.113.04, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities Securities, Guarantees and Coupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities Securities, Guarantees or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities To the extent applicable, the Company, the Parent Guarantor and Couponsthe Trustee, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution and delivery of this Indenture, expressly agree to such Securities terms and Coupons, if anyprovisions and to be bound thereby.

Forms Generally. The Securities definitive Notes of each series Series and the Couponsrelated coupons, if any, to be attached thereto shall be in substantially in such the form (not inconsistent with this Indenture) of Exhibit D hereto, except as shall be otherwise established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted reprinted or otherwise reproduced thereon such legend or legends or endorsementslegends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and CouponsNotes or coupons, if any, appertaining thereto, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentenceNotes or coupons. If the forms of Securities and Coupons, if any, Notes or coupons of the series any Series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary General Counsel or an Assistant the Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 2.5. for the authentication and delivery of such SecuritiesNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. In this Indenture, Notes that are not in temporary form are referred to as "definitive Notes" and Notes that are in temporary form are referred to as "temporary Notes". The definitive Securities Notes and Coupons, if any, any coupons shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Notes may be listed and subject to the prior approval of the CNV where applicable, all as determined by the officers member of the Board of Directors of the Issuer and member of the Supervisory Committee of the Issuer executing such Securities and Coupons, if anyNotes or coupons, as evidenced by their execution of such Securities Notes or coupons. The Issuer agrees to cause the Notes to comply with Article 7 of the Negotiable Obligations Law. The Notes and Couponscoupons shall be numbered, if anylettered, or otherwise distinguished in such manner or in accordance with such plan as the member of the Board of Directors of the Issuer and member of the Supervisory Committee of the Issuer executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof.

Forms Generally. The Securities of each series and the Coupons, if any, Guarantees to be attached thereto endorsed thereon as contemplated in Article Fourteen shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution orof the Company or the Guarantor, to as the extent established pursuant to rather than set forth in a Board Resolutioncase may be, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor Guarantees endorsed thereon, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be or Guarantees endorsed thereon is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board ResolutionResolution of the Company or the Guarantor, as applicable, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company or of the Guarantor, as applicable, and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, Guarantees endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anyor Guarantees, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental heretoSection 3.1, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with contrary to the provisions of this Indenture, or as may be required to comply with any law or with any rules or regulations made pursuant thereto, thereto or with any rules of any securities exchange or of any automated quotation system, or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as conclusively evidenced by their execution of the Securities. The Guarantees to be endorsed on the Securities of each series shall be in substantially such form as shall be established pursuant to Section 2.2, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Guarantor may deem appropriate and as are not contrary to the provisions of this indenture, or as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or of any automated quotation system, or to conform to usage, all as determined by the officers executing such Guarantees, as conclusively evidenced by their execution of such Guarantees. Any Securities originally offered and Coupons. If temporary Securities of any series are sold to QIBs in reliance on Rule 144A will be issued as permitted by Section 2.11, in the form thereof also shall of one or more permanent Global Securities (each, a “Rule 144A Global Security”). Any Securities originally offered and sold outside the United States in reliance on Regulation S will be established as provided issued in the preceding sentence. If the forms form of one or more permanent Global Securities and Coupons, if any, of the series are established by, or by action taken pursuant to(each, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities“Regulation S Global Security”). The definitive Securities shall be prepared by the Company and Coupons, if any, shall be printed, lithographed or engraved on steel steel-engraved borders borders, or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as conclusively evidenced by their execution of such Securities, subject to the rules of any securities exchange or automated quotation system on which such Securities are listed or quoted and Coupons, if any(with respect to Global Securities) to the rules of the Depository.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such the form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more a Board Resolutions (as Resolution and set forth in a Board Resolution or, to the extent an Officers' Certificate or established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in by one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially the form set forth in this Article with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The definitive Securities and Coupons, if any, shall may be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities. SECTION 202. Form of Trustee's Certificate of Authentication. This is one of the Securities of the series designated therein and Couponsissued pursuant to the within-mentioned Indenture. ------------------------------ ------------------------------ as Trustee By ---------------------------- Authorized Signatory SECTION 203. Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (13) of Section 301 and the provisions of Section 302, such Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amounts, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. The provisions of the last sentence of Section 303 shall apply to any Securities represented by a Security in global form if anysuch Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with respect to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Global Securities will be issued in registered form and may be issued in either temporary or permanent form.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental heretoSection 3.1, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with contrary to the provisions of this Indenture, or as may be required to comply with any law or with any rules or regulations made pursuant thereto, thereto or with any rules of any securities exchange or of any automated quotation system, or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as conclusively evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentenceSecurities. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if anySecurities, shall be certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. The definitive Securities shall be prepared by the Company and Coupons, if any, shall be printed, lithographed or engraved on steel steel-engraved borders borders, or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as conclusively evidenced by their execution of such Securities, subject to the rules of any securities exchange or automated quotation system on which such Securities are listed or quoted and Coupons, if any(with respect to Global Securities) to the rules of the Depositary.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to of the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) Issuer or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by any member of the Board of Directors or the Secretary or an the Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The Guarantees by the Guarantor to be endorsed on the Securities of each series shall be in substantially the form set forth in Section 206, or in such other form as shall be established by or pursuant to a Board Resolution of the Guarantor, or in one or more indentures supplemental hereto, pursuant to Section 301 in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the directors or officers delivering such Guarantees, all as evidenced by such delivery. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and CouponsSecurities. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and CouponsSecurities, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or CouponsSecurities, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and CouponsSecurities, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and Indenture. The Securities may have imprinted notations, legends or otherwise reproduced thereon endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or legends endorsement is in a form acceptable to the Company) or endorsementsas may, not inconsistent with the provisions of this Indentureconsistently herewith, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of the Securities. The Company shall furnish any such legend not contained in Exhibit A to the Trustee in writing at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The terms and provisions of the Securities set forth in Exhibit A are part of the terms of this Indenture and Couponsto the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. To the extent any provision of any Securities conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are is established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities Registered Debentures, if any, of each series and the CouponsBearer Debentures, if any, to be attached thereto of each series and related Coupons shall be substantially in such form (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of iden- tification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Debentures or Coupons, if any, as evidenced by their execution of such Securities and the Debentures or Coupons. If temporary Securities Debentures of any series are issued in global form as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, Debentures or Coupons of the any series (or any such temporary global Debenture) are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such SecuritiesDebentures (or any such temporary global Debenture) or Coupons. Unless otherwise specified as contemplated by Section 3.1, Debentures in bearer form shall have interest Coupons attached. The definitive Securities Debentures and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Debentures or Coupons, if any, as evidenced by their execution of such Securities and Debentures or Coupons, if any.

Forms Generally. The Senior Debt Securities of each series and the Coupons, if any, to be attached thereto shall be substantially issuable as registered securities without coupons and in such form (not inconsistent with this Indenture) forms as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, pursuant to Section 3.01, in each case with such insertions, omissions, substitutions and other variations as are required or permitted by this Senior Debt Securities Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or rule or regulation made pursuant thereto or with the rules of any securities exchange or Depositary therefor, or as may, consistently herewith, be determined by the officers executing such Senior Debt Securities, all as evidenced by any such execution. The Trustee’s certificates of authentication shall be in substantially the form set forth in Section 2.02 or Section 6.14. The Guarantee by the Guarantor to be endorsed on the Senior Debt Securities of each series (other than Senior Debt Securities issued by the Guarantor) shall be substantially in the form set forth in this Article, or as shall be established by or pursuant to a Guarantor Board Resolution, or in one of more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Senior Debt Securities Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsementsendorsements placed thereon as may, not inconsistent with the provisions of this Indentureconsistently herewith, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officer or officers executing such Securities and Coupons, if anyGuarantee, as evidenced by their the officer’s or officers’ execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted (whether by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, facsimile or otherwise) of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such SecuritiesGuarantee. The definitive Senior Debt Securities and Coupons, if any, Guarantee shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Senior Debt Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySenior Debt Securities, as evidenced by their execution of such Securities and Coupons, if anythereof.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the forms set forth in this Article, or in such other form (not inconsistent with this Indenture) or forms as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable tax laws or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anysecurities, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentenceSecurities. If the forms form of Securities and Coupons, if any, of the series are is established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Success Bancshares and delivered to the Trustee at or prior to the delivery of the Issuer The Company Order contemplated by Section 2.4 for 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities. Securities distributed to holders of Global Preferred Securities (as defined in the Trust Agreement) upon the dissolution of Success Capital shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and Couponsdeposited with the Securities Registrar, if any.as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Global Preferred Securities upon the dissolution of

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions Consents of the Sole Member (as set forth in a Board Resolution Consent of the Sole Member or, to the extent established pursuant to (rather than set forth in in) a Board ResolutionConsent of the Sole Member, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and CouponsSecurities. If temporary Each Security shall bear a notation of Guarantee in substantially the form set forth in Section 2.03. Notwithstanding the foregoing, the notation of Guarantee to be endorsed on the Securities of any series are issued as permitted by Section 2.11may have such appropriate insertions, omissions, substitutions and other corrections from the form thereof also shall referred to above as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be established as provided in required to comply with the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record rules of any such action taken pursuant theretosecurities exchange or as may, including a copy of the approved form of Securities or Couponsconsistently herewith, if any, shall be certified determined by the Secretary or an Assistant Secretary of officers delivering the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated same, in each case as evidenced by Section 2.4 for the authentication and delivery of such Securitiesdelivery. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s 's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series Certificates and the Coupons, if any, to be attached thereto Certificate Registrar’s certificate of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as the forms set forth in a Board Resolution orthis Article, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Agreement or as may in the Trustee’s or the Depositor’s judgment be necessary, appropriate or convenient to permit any of the Certificates to be issued and sold to or held in a form other than fully-registered form by non-United States Persons, to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to distributions on any of the Certificates or to comply, or facilitate compliance, with other applicable laws, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange on which any of the Certificates may be listed, or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyCertificates, as evidenced by their execution of such Securities and Couponsthereof. If temporary Securities of While Certificates may contain any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established byabove-referenced provisions with respect to Certificates issued in a form other than fully-registered form, or by action taken pursuant to, a Board Resolution, a copy of no Certificates may actually be issued in such form until the Board Resolution together with [Trustee] [Securities Administrator] shall have executed an appropriate record of any amendment to this Agreement pursuant to Section 14.01(5) providing for such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securitiesissuance. The definitive Securities and Coupons, if any, Regular Certificates shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods or may be produced in any other mannermanner permitted by the rules of any securities exchange on which any of the Regular Certificates may be listed, all as determined by the officers executing such Securities and Coupons, if anyCertificates, as evidenced by their execution of thereof. The definitive Residual Certificates may be produced in any manner permitted for the definitive Regular Certificates or may be typewritten, all as determined by the officers executing such Securities and CouponsCertificates, if anyas evidenced by their execution thereof.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall will be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, and to the extent established pursuant to rather than set forth in a Board Resolution, in an Officer’s 's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Unless otherwise so established, Bearer Securities of will have Coupons attached. Bearer Securities and any series are issued as permitted by Section 2.11Coupons related thereto will bear a legend substantially to the following effect: "Any U.S. Person who holds this obligation will be subject to limitations under the United States income tax laws, including the form thereof also shall be established as limitations provided in the preceding sentence. If the forms of Securities Sections 165(j) and Coupons, if any, 1287(a) of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. Internal Revenue Code." The definitive Securities and Coupons, if any, shall will be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are is established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Indenture Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 SECTION 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities. Section 202. FORM OF FACE OF SECURITY. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] [INSERT ANY LEGEND REQUIRED BY THE DEPOSITARY, IF APPLICABLE.] PRIME GROUP REALTY TRUST [INSERT DESIGNATION OF THE SERIES OF SECURITY.] No.________ $__________ CUSIP No. _______________________ Prime Group Realty Trust, a real estate investment trust [duly organized and existing] under the laws of Maryland (herein called the "COMPANY", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum [IF BOOK-ENTRY SECURITY, INSERT -- set forth above or such other principal sum on the Schedule attached hereto (which shall not exceed $____)] [of _________________ Dollars] on ________________ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT, and to pay interest thereon from __________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _________ and ___________ in each year, commencing __________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE, INSERT -- and (to the extent that the payment of such interest shall be legally enforceable) at the rate of _______% per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ________ or _________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Indenture Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and Couponsupon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. [Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]] Payment of the principal of (and premium, if anyany on) and [IF APPLICABLE, INSERT -- and any such interest on] this Security will be made at the office or agency of the Company maintained for that purpose in ________, in such coin or currency of [the United States of America] as at the time of payment is legal tender for payment of public and private debts [IF APPLICABLE, INSERT --; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register, PROVIDED that such Person shall have given the Indenture Trustee written wire instructions at least five Business Days prior to the applicable Interest Payment Date.] [IF THE SECURITY IS PAYABLE IN A FOREIGN CURRENCY, INSERT -- the appropriate provision.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Indenture Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.