Common use of Section 201 Forms Generally Clause in Contracts

Section 201 Forms Generally. As to each series of Securities, (i) the Securities of such series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor or in one or more indentures supplemental hereto, in the case of (i) or (ii), 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 officer executing such Securities or notations of guarantee, respectively, as evidenced by such officer’s execution thereof. If the form of Securities of any series is 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. If the form of any notation of guarantee by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Security. The definitive Securities and any notations of guarantee 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 of the Company executing such Securities. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a notation of guarantee, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee of a Guarantor shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrument.

Section 201 Forms Generally. As to each series of Securities, (i) the The Securities of such each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if of the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor Company or in one or more indentures supplemental hereto, in the each case of (i) or (ii), 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 officer officers executing such Securities or notations of guarantee, respectivelySecurities, as evidenced by such officer’s their execution thereofof the Securities. If the form of Securities of any series is established by action taken pursuant to a Board ResolutionResolution of the Company, 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. The Guarantees to be endorsed on the Securities of each series shall be in substantially the form set forth in Section 205, 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, in each case with such appropriate insertions, omissions, substitutions and other corrections 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 as may, consistently herewith, be determined by the person duly authorized thereto executing such Guarantees, all as evidenced by such execution. If the form of any notation of guarantee by any Guarantor Guarantees to be endorsed on the Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such the Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or Secretary, a Deputy Secretary, an Assistant Secretary or a Deputy Assistant Secretary of such the Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Company Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation Securities. The Trustee's certificates of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security authentication shall be deemed “endorsed” on such Securityin substantially the form set forth in this Article. The definitive Securities and any notations of guarantee endorsed thereon Guarantees shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officer of the Company officers executing such Securities. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a notation as evidenced by their execution of guarantee, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee of a Guarantor shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrumentSecurities.

Section 201 Forms Generally. As to each series The Initial Notes and Initial Additional Notes and the Trustee’s certificate of Securities, (i) the Securities of such series authentication relating thereto shall be in substantially the form forms set forth forth, or referenced, in this Article, or Article II and Exhibit A attached hereto (as such forms may be modified in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if the Securities of such series accordance with Section 301). Any Additional Notes that are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 not Initial Additional Notes and the terms Trustee’s certificate of such Securities provide for the endorsement thereon or attachment authentication relating thereto of notations of guarantee by such Guarantor, such notations of guarantee to be endorsed on or attached to such Securities shall be in substantially such form as shall be established by the forms set forth, or pursuant to a Guarantor’s Board Resolution of such Guarantor or in one or more indentures supplemental heretoreferenced, in the case this Article II and Exhibit A attached hereto (as such forms may be modified in accordance with Section 301). Exhibit A is hereby incorporated in and expressly made a part of (i) or (ii), with this Indenture. The Notes may have such appropriate insertions, omissions, substitutions substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by this Indenturelaw, and may have such lettersstock exchange rule or depositary rule or usage, numbers agreements to which the Company is subject, if any, or other marks of identification and such legends customary usage, 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, herewith be determined by the officer Officers of the Company executing such Securities or notations of guarantee, respectivelyNotes, as evidenced by such officerexecution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. 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. For the avoidance of doubt, no Opinion of Counsel shall be required on the Issue Date for the Trustee’s execution thereofauthentication of the Initial Notes. If Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A shall, unless the Company otherwise notifies the Trustee in writing, be issued in the form of Securities of any series is established by action taken pursuant one or more permanent global Notes substantially in the form attached hereto as Exhibit A (as such form may be modified in accordance with Section 301), except as otherwise permitted herein. Such Global Notes shall be referred to a Board Resolutioncollectively herein as the “Rule 144A Global Notes,” and shall be deposited with the Trustee, a copy as custodian for the Depositary or its nominee, for credit to an account of an appropriate record of such action Agent Member, and shall be certified duly executed by the Secretary or an Assistant Secretary of the Company and delivered to authenticated by the Trustee at as hereinafter provided. The aggregate principal amount of a Rule 144A Global Note may from time to time be increased or prior to decreased by adjustments made on the delivery records of the Company Order contemplated by Section 303 Trustee, as custodian for the authentication Depositary or its nominee, as hereinafter provided. Initial Notes and delivery of such Securities. If any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes substantially in the form attached hereto as Exhibit A (as such form may be modified in accordance with Section 301), except as otherwise permitted herein. Such Global Notes shall be referred to herein as the “Temporary Regulation S Global Notes,” and shall be deposited with the Trustee, as custodian for the Depositary or its nominee for the accounts of designated Agent Members holding on behalf of Euroclear or Clearstream and shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the expiration of the distribution compliance period set forth in Regulation S with respect to any notation Temporary Regulation S Global Note, beneficial interests in such Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes substantially in the form attached hereto as Exhibit A (as such form may be modified in accordance with Section 301), except as otherwise permitted herein. Such Global Notes shall be referred to herein as the “Permanent Regulation S Global Notes” and, together with the Temporary Regulation S Global Notes, as the “Regulation S Global Notes.” The Permanent Regulation S Global Notes shall be deposited with the Trustee, as custodian for the Depositary or its nominee for credit to the account of guarantee an Agent Member and shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of a Permanent Regulation S Global Note, the Trustee shall cancel the related Temporary Regulation S Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject to the limitations on the issuance of certificated Notes set forth in Sections 312 and 313, Initial Notes and any Guarantor to be endorsed on Securities of any series is established by action taken Initial Additional Notes issued pursuant to Section 305 in exchange for or upon transfer of beneficial interests (x) in a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action Rule 144A Global Note shall be certified by in the Secretary form of permanent certificated Notes substantially in the form attached hereto as Exhibit A (as such form may be modified in accordance with Section 301) (the “Rule 144A Physical Notes”) or an Assistant Secretary of (y) in a Regulation S Global Note (if any), on or after the Regulation S Note Exchange Date with respect to such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereofRegulation S Global Note, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed in the form of permanent certificated Notes substantially in the form attached hereto as Exhibit A (as such form may be modified in accordance with Section 301) (the “endorsed” on such SecurityRegulation S Physical Notes”), respectively, as hereinafter provided. The definitive Securities Rule 144A Physical Notes and any notations of guarantee endorsed thereon Regulation S Physical Notes shall be printedconstrued to include any certificated Notes issued in respect thereof pursuant to Section 304, lithographed 305, 306 or engraved on steel engraved borders 1008, and the Rule 144A Global Notes and Regulation S Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or may be produced in 1008. The Rule 144A Physical Notes and the Regulation S Physical Notes, together with any other mannercertificated Notes issued and authenticated pursuant to this Indenture, all are sometimes collectively herein referred to as determined by the officer of “Physical Notes.” The Rule 144A Global Notes and the Company executing such Securities. Anything herein Regulation S Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a notation of guarantee, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee of a Guarantor shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrument“Global Notes.”

Section 201 Forms Generally. As to each series of Securities, (i) the The Securities of such each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental heretoResolution, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor other appropriate Bank authorization or in one or more indentures supplemental hereto, in the each case of (i) or (ii), 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 officer officers executing such Securities or notations of guarantee, respectivelySecurities, as evidenced by such officer’s their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board ResolutionResolution or other appropriate Bank authorization, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company Bank and delivered to the Trustee at or prior to the delivery of the Company Bank Order contemplated by Section 303 for the authentication and delivery of such Securities. If all of the form of any notation of guarantee by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution or other appropriate Bank authorization are not to be issued at one time, it shall not be necessary to deliver a record of such Guarantoraction at the time of issuance of each Security of such series, a copy of but an appropriate record of such action shall be certified by delivered at or before the Secretary or an Assistant Secretary time of issuance of the first Security of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Securityseries. The definitive Securities and any notations of guarantee 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 of the Company officers executing such Securities. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a notation as evidenced by their execution of guarantee, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee of a Guarantor shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrumentSecurities.

Section 201 Forms Generally. As to each series of Securities, (i) the Securities of such series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor or in one or more indentures supplemental hereto, in the case of (i) or (ii), 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 officer officers executing such Securities or notations of guarantee, respectively, as evidenced by such officer’s their execution thereof. If the form of Securities of any series is 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. If the form of any notation of guarantee by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Security. The definitive Securities and any notations of guarantee 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 officers of the Company executing such Securities. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a notation of guarantee, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee of a Guarantor shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrument.

Section 201 Forms Generally. As Each Registered Security and temporary or permanent Global Security or Definitive Security issued pursuant to each series of Securities, (i) the Securities of such series this Indenture shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor or in one or more indentures supplemental hereto, in the case of (i) or (ii), with have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture, 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 may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officer officers executing such Securities or notations of guarantee, respectively, Security as evidenced by such officer’s their execution thereof. If the form of Securities of any series is 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. If the form of any notation of guarantee by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Security. The definitive Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities and any notations of guarantee endorsed thereon shall be issuable in registered form without coupons. Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officer officers of the Company Issuers executing such Securities, as evidenced by their execution of such Securities. Anything herein Subject to Section 612, the contrary notwithstanding, there Trustee’s certificate of authentication shall be no requirement that any Security have endorsed thereon in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. TRUSTEE By: Authorized Officer Dated: Unless otherwise provided in or attached thereto a notation of guarantee, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee of a Guarantor shall be evidenced only by its execution and delivery of pursuant to this Indenture or an indenture supplemental heretoany Securities, and not by its execution and delivery the Securities shall be issuable in permanent global form. If Securities of a notation of guarantee. A notation of guarantee series shall be for notice purposes only issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, redemptions or transfer of beneficial interests from one Global Security to another Global Security. Any endorsement of any Global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered pursuant to Section 303 or Section 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Order. If an Issuer Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuers with respect to a Global Security shall be in writing but need not constitute be accompanied by or contained in an enforceable agreement Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or instrumentpursuant to this Indenture or any Securities, payment of principal of and any premium and interest on any Security in temporary or 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 paragraph, the Issuers, the Trustee and any agent of the Issuers or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities as is represented by a Global Security in the case of a Global Security in registered form, the Holder of such Global Security in registered form. Each Global Security shall bear a legend in substantially the following form (unless otherwise specified by the Depositary): “THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.”

Section 201 Forms Generally. As to The Registered Securities, if any, of each series of Securitiesand the Note Guarantees, (i) the Securities of such series if any, to be endorsed thereon shall be in substantially the form set forth in this Article, or in such other form forms as shall be established by or pursuant to a Board Resolution or of the Company or, in one or more indentures supplemental heretothe case of the Note Guarantees, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor Guarantors or in one or more indentures supplemental hereto, in the each case of (i) or (ii), 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 officer officers executing such Securities or notations of guarantee, respectivelySecurities, as evidenced by such officer’s their execution thereofof the Securities. If the form forms of Securities of any series is are established by action taken pursuant to a Board ResolutionResolution of the Company or, in the case of the Note Guarantees, the Guarantors, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company or such Guarantors, as applicable, 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. If 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. The Trustee’s certificate of authentication on all Securities shall be in substantially the form of any notation of guarantee by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Securityset forth in this Article. The definitive Securities and any notations of guarantee endorsed thereon Note Guarantees, 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 officer officers of the Company or the Guarantors, as the case may be, executing such Securities, as evidenced by their execution of such Securities or Note Guarantees. Anything herein The failure by a Guarantor to execute a Note Guarantee shall not affect such Guarantor’s obligations hereunder or in connection herewith. Subject to Section 612, the contrary notwithstanding, there Trustee’s certificate of authentication shall be no requirement that any Security have endorsed thereon or attached thereto a notation in substantially the following form: This is one of guaranteethe Securities of the series designated therein referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee of a Guarantor shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrument.Trustee By Authorized Signatory Dated:

Section 201 Forms Generally. As to each series of Securities, (i) the The Securities of such each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor or in one or more indentures supplemental hereto, in the each case of (i) or (ii), 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 officer officers executing such Securities or notations of guarantee, respectivelySecurities, as evidenced by such officer’s their execution thereof. If the form of Securities of any series is 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 any member of the Company Management Board 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. If The text of the Subordinated Guarantee shall be attached to the Securities of each series in substantially the form set forth in Section 206, or in the form of such other Subordinated Guarantee as shall be established by or pursuant to a Board Resolution of the Guarantor and/or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other corrections 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 notation securities exchange or as may, consistently herewith, be determined by the person duly authorized thereto executing such Securities, all as evidenced by such execution. If the Subordinated Guarantee, the text of guarantee by any Guarantor which is to be endorsed on attached to the Securities of any series series, is established by action taken pursuant to a Guarantor’s Board Resolution of such the Guarantor, a copy of an appropriate record of such action shall be certified by two authorized signatories of the Secretary or an Assistant Secretary Group Legal Services department (or, if re-named, the successor legal department) of such the Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Company Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such SecuritySecurities. The definitive Securities and any notations Securities, including the text of guarantee endorsed thereon the Subordinated Guarantee, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officer of the Company officers executing such Securities. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a notation as evidenced by their execution of guarantee, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee of a Guarantor shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrumentSecurities.

Section 201 Forms Generally. As to each series The Additional Notes, the Additional Guarantee and the Trustee's certificate of Securities, (i) the Securities of such series authentication shall be in substantially the form forms set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor or in one or more indentures supplemental hereto, in the case of (i) or (ii), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, the 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 officer officers executing such Securities Additional Notes or notations of guarantee, respectivelyAdditional Guarantee, as evidenced by such officer’s their execution thereofof the Additional Notes or Guarantee, respectively. If Any portion of the form of Securities text of any series is established by action taken pursuant to a Board ResolutionAdditional Note may be set forth on the reverse thereof, a copy of with an appropriate record of such action shall be certified by reference thereto on the Secretary or an Assistant Secretary face 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. If the form of any notation of guarantee by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such SecurityAdditional Note. The definitive Securities Additional Notes and any notations of guarantee endorsed thereon Additional 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 manner, all as determined by the officer officers of the Company and the Guarantor executing such SecuritiesAdditional Notes and Additional Guarantee, respectively, as evidenced by their execution of such Additional Notes or Additional Guarantee. Anything herein The Additional Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated June 5, 2001, between the contrary notwithstandingCompany, there the Guarantor and G▇▇▇▇▇▇, S▇▇▇▇ & Co. Initial Additional Notes offered and sold to "qualified institutional buyers" (as defined in Rule 144A ("Rule 144A") under the Securities Act) in reliance on Rule 144A shall be no requirement that any Security have endorsed thereon issued initially in the form of a permanent global Additional Note in definitive, fully registered form without interest coupons substantially in the form set forth in this Article (the "Restricted Global Additional Note"), deposited with, or attached thereto a notation of guaranteeon behalf of, but such notation of guarantee may be endorsed thereon the Depositary or attached thereto with the Trustee, as contemplated custodian for the Depositary, duly executed by this Section 201the Company and authenticated by the Trustee as hereinafter provided. The Guarantee Restricted Global Additional Note will be registered in the name of a Guarantor nominee of the Depositary and deposited with the Trustee on behalf of the Purchasers thereof. The aggregate principal amount of the Restricted Additional Global Note may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Additional Notes offered and sold in reliance on Regulation S shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto, and not by its execution and delivery issued in the form of a notation permanent global Additional Note in definitive, fully registered form without interest coupons substantially in the form set forth in this Article (the "Unrestricted Additional Global Note" and, together with the Restricted Additional Global Note, the "Global Additional Notes" or each individually, a "Global Additional Note"), deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Unrestricted Global Additional Note will be registered in the name of guaranteea nominee of the Depositary and deposited with the Trustee on behalf of the Purchasers thereof, and, if any such Purchaser so elects, for the account of the Euroclear System ("Euroclear") or Clearstream Banking societe anonyme ("Clearstream"). A notation The aggregate principal amount of guarantee shall the Unrestricted Global Additional Note may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for notice purposes only and shall not constitute an enforceable agreement the Depositary or instrumentits nominee, as hereinafter provided.

Section 201 Forms Generally. As to each series The Notes and the Trustee’s certificate of Securities, (i) the Securities of such series authentication shall be in substantially the form forms set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor or in one or more indentures supplemental hereto, in the case of (i) or (ii), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Supplemental Indenture, or as may reasonably be required by the Depositary and are not prejudicial to the beneficial holders of the Notes, 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 officer officers executing such Securities or notations of guarantee, respectivelyNotes, as evidenced by such officer’s their execution thereofof the Notes (but which shall not affect the rights or duties of the Trustee). If Any portion of the form of Securities text of any series is established by action taken pursuant to a Board ResolutionNote may be set forth on the reverse thereof, a copy of with an appropriate record of such action shall be certified by reference thereto on the Secretary or an Assistant Secretary face 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. If the form of any notation of guarantee by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such SecurityNote. The definitive Securities and any notations of guarantee endorsed thereon Notes 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 the Depositary or any securities exchange on which the Notes may be listed, all as determined by the officer officers executing such Notes, as evidenced by their execution of such Notes. The Notes shall be in registered form and shall initially be registered in the name of the Company executing such SecuritiesDepositary or its nominee. Anything herein The Notes shall be issued initially as Book-Entry Securities in the form of one or more Global Securities substantially in the form set forth in this Article delivered to the contrary notwithstandingDepositary or a nominee thereof as custodian therefor and held by the Depositary or a nominee thereof for the applicable Clearing Agency Participants, there and duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Depositary for such Global Securities shall be no requirement that any Security have endorsed thereon or attached thereto a notation of guarantee, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201CDS. The Guarantee aggregate principal amount of a Guarantor shall the Global Securities may from time to time be evidenced only increased or decreased by adjustments made on the records of the Depositary or its execution and delivery nominee, or of this Indenture the Trustee, as custodian for the Depositary or an indenture supplemental heretoits nominee, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrumentas hereinafter provided.

Section 201 Forms Generally. As to each series of Securities, (i) the The Securities of such each series shall be in substantially the such form set forth in this Article, or in such other form forms as shall be established by or pursuant to a Board Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to a Board Resolution, or in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees any Guarantee of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee Security issued pursuant to be endorsed on or attached to such Securities this Indenture shall be in substantially such the form as shall be established by or pursuant to a Guarantor’s Board Resolution of such Guarantor or a Guarantor’s Officer’s Certificate pursuant to a Guarantor’s Board Resolution, or established in one or more indentures supplemental hereto, and in the each case of (i) or (ii), 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 applicable tax laws or the rules of any securities exchange or Depositary Depository therefor or as may, consistently herewith, be determined by the officer Officer executing such Securities or notations of guarantee, respectivelySecurities, as evidenced by such officer’s his or her execution thereof. If the form of Securities of any series is 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 Issuer and delivered to the Trustee at or prior to the delivery of the Company Issuer Order contemplated by Section 303 for the authentication and delivery of such Securities. If all of the form of any notation of guarantee by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such Guarantoraction at the time of issuance of each Security of such series, a copy of but an appropriate record of such action shall be certified by delivered at or before the Secretary or an Assistant Secretary time of issuance of the first Security of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Security. The definitive Securities and any notations of guarantee 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 of the Company executing such Securitiesseries. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a Guarantee or a notation of guaranteea Guarantee, but such a Guarantee or notation of guarantee a Guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee Section 202 Form of a Guarantor Trustee’s Certificate of Authentication. Subject to Section 612, the Trustee’s certificate of authentication shall be evidenced only by its execution and delivery in substantially the following form: This is one of this Indenture or an indenture supplemental heretothe Securities of the series designated therein referred to in the within-mentioned Indenture. Law Debenture Trust Company of New York, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrument.as Trustee By: Authorized Signatory

Section 201 Forms Generally. As to each series of Securities, (i) the Securities of such series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor or in one or more indentures supplemental hereto, in the case of (i) or (ii), 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 officer officers executing such Securities or notations of guarantee, respectively, as evidenced by such officer’s their execution thereof. If the form of Securities of any series is 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. If the form of any notation of guarantee by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Security. The definitive Securities and any notations of guarantee 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 officers of the Company executing such Securities. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a notation of guarantee, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee of a Guarantor shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrument.

Section 201 Forms Generally. As to each series The Notes, the Guarantee and the Trustee's certificate of Securities, (i) the Securities of such series authentication shall be in substantially the form forms set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor or in one or more indentures supplemental hereto, in the case of (i) or (ii), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, 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 officer officers executing such Securities Notes or notations of guarantee, respectivelyGuarantee, as evidenced by such officer’s their execution thereofof the Notes or Guarantee. If Any portion of the form of Securities text of any series is established by action taken pursuant to a Board ResolutionNote may be set forth on the reverse thereof, a copy of with an appropriate record of such action shall be certified by reference thereto on the Secretary or an Assistant Secretary face 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. If the form of any notation of guarantee by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such SecurityNote. The definitive Securities Notes and any notations of guarantee endorsed thereon 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 manner, all as determined by the officer officers of the Company executing such SecuritiesNotes or Guarantee, as evidenced by their execution of such Notes or Guarantee. Anything herein The Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated January 10, 2001, between the contrary notwithstandingCompany, there the Guarantor and G▇▇▇▇▇▇, S▇▇▇▇ & Co., BMO N▇▇▇▇▇▇ B▇▇▇▇ Corp., CIBC World Markets Corp., M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, NBC International (USA) Inc., Scotia Capital (USA) Inc. and TD Securities USA) Inc. Initial Notes offered and sold to “qualified institutional buyers” (as defined in Rule 144A (“Rule 144A”) under the Securities Act) in reliance on Rule 144A shall be no requirement that any Security have endorsed thereon issued initially in the form of a permanent global Note in definitive, fully registered form without interest coupons substantially in the form set forth in this Article (the “Restricted Global Note”), deposited with, or attached thereto a notation of guaranteeon behalf of, but such notation of guarantee may be endorsed thereon the Depositary or attached thereto with the Trustee, as contemplated custodian for the Depositary, duly executed by this Section 201the Company and authenticated by the Trustee as hereinafter provided. The Guarantee Restricted Global Note will be registered in the name of a Guarantor nominee of the Depositary. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Notes offered and sold in reliance on Regulation S shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto, and not by its execution and delivery issued in the form of a notation permanent global Note in definitive, fully registered form without interest coupons substantially in the form set forth in this Article (the “Unrestricted Global Note” and, together with the Restricted Global Note, the “Global Notes” or each individually, a “Global Note”), deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Unrestricted Global Note will be registered in the name of guaranteea nominee of the Depositary and if any purchaser so elects, the purchaser may hold its interest therein through the Euroclear System (“Euroclear”) or Clearstream Banking societe anonyme (“Clearstream”), if the purchaser is a participant in such systems, or indirectly through organizations that are participants in such systems, or through organizations other than Euroclear and Clearstream that are participants in the Depositary's system. A notation The aggregate principal amount of guarantee shall the Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for notice purposes only and shall not constitute an enforceable agreement the Depositary or instrumentits nominee, as hereinafter provided.

Section 201 Forms Generally. As to The Registered Securities, if any, of each series of and the Bearer Securities, (i) the Securities if any, of such each series and related coupons shall be in substantially the form set forth in this Article, (including temporary or in such other form permanent global form) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if of the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor Company or in one or more indentures supplemental hereto, in the each case of (i) or (ii), 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 law, or with the rules of any securities exchange or Depositary therefor or to conform to general usage, all as may, consistently herewith, be determined by the officer officers executing such Securities or notations of guarantee, respectivelycoupons, as evidenced by such officer’s their execution thereofof the Securities or coupons. If the form of temporary Securities of any series is are issued in global form as permitted by Section 304, the form thereof shall be established by action taken pursuant to a Board Resolution, a as provided in the preceding sentence. A copy of an appropriate record the Board Resolution of the Company establishing the forms of Securities or coupons of any series (or any such action temporary global Security) 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 SecuritiesSecurities (or any such temporary global Security) or coupons. If the form of any notation of guarantee by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order Unless otherwise specified as contemplated by Section 303 for the authentication and delivery of such 301, Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security in bearer form shall be deemed “endorsed” on such Securityhave interest coupons attached. The definitive Securities and any notations of guarantee endorsed thereon 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 officer officers executing such Securities as evidenced by their execution of such Securities or coupons. 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 Company executing such SecuritiesSecurities of the series designated therein referred to in the within-mentioned Indenture. Anything herein to the contrary notwithstandingBANK ONE TRUST COMPANY, there shall be no requirement that any Security have endorsed thereon or attached thereto NATIONAL ASSOCIATION, as Trustee By:______________________________ Authorized Officer" SECTION 203 Securities in Global Form. If Securities of a notation of guaranteeseries are issuable in global form, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201301, then, notwithstanding clause (10) 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 be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or 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 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 in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The Guarantee provisions of the last sentence of Section 303 shall apply to any Security represented by a Guarantor Security in global form if such 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 regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be evidenced only by its execution and delivery of this Indenture made to the Person or an indenture supplemental hereto, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrumentPersons specified therein.

Section 201 Forms Generally. As to each series of Securities, (i) the The Securities of such each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) and, if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee Guarantees by such Guarantor, such notations of guarantee 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 of such Guarantor or in one or more indentures supplemental hereto, in the each case of (i) or (ii), 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 applicable law or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officer officers executing such Securities or notations of guaranteeGuarantees, respectively, as evidenced by such officer’s their execution thereof. If the form of Securities of any series is 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. If the form of any notation of guarantee Guarantees by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee Guarantee endorsed thereon. For purposes hereof, a notation of guarantee Guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Security. The Any definitive Securities in physical form and any notations of guarantee Guarantees endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be otherwise produced in any other manner, all as determined by the officer officers of the Company executing such SecuritiesSecurities or, if such Guarantees by any Guarantor are executed by such Guarantor, by the officers of such Guarantor executing such Guarantees, respectively, as evidenced by their execution of such Securities or, if such Guarantees by any Guarantor are executed by such Guarantor, by the officers of such Guarantor executing such Guarantees, respectively. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a Guarantee or a notation of guaranteea Guarantee, but such a Guarantee or notation of guarantee a Guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee of a Guarantor shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrument.

Section 201 Forms Generally. As to The Securities of each series and the Trustee’s certificate of Securitiesauthentication and the interest coupons, (i) the Securities of such series if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor or in one or more indentures supplemental hereto, in the each case of (i) or (ii), 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 applicable securities exchange exchange, organizational document, governing instrument or Depositary therefor law or as may, consistently herewith, be determined by the officer officers executing such the Securities or notations of guaranteethat series and interest coupons, respectivelyif any, to be attached thereto, as evidenced by such officer’s their execution thereofof the Securities and interest coupons, if any. If the form of temporary Securities of any series is are issued as permitted by Section 304, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and interest coupons, if any, of 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 interest coupons, if any, 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. If Any portion of the form text of any notation Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of guarantee by any Guarantor the Security. Unless otherwise provided pursuant to be endorsed on Section 301, Bearer Securities, if any, shall have interest coupons attached. The definitive Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Security. The definitive Securities and any notations of guarantee endorsed thereon 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 officer of the Company officers executing such Securities. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a notation as evidenced by their execution of guarantee, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee of a Guarantor shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrumentSecurities.

Section 201 Forms Generally. As to each series of Securities, (i) the The Securities of such each series shall be in substantially the such form set forth in this Article, or in such other form forms as shall be established by or pursuant to a Board Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to a Board Resolution, or in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees any Guarantee of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee Security issued pursuant to be endorsed on or attached to such Securities this Indenture shall be in substantially such the form as shall be established by or pursuant to a Guarantor’s Board Resolution of such Guarantor or a Guarantor’s Officer’s Certificate pursuant to a Guarantor’s Board Resolution, or established in one or more indentures supplemental hereto, and in the each case of (i) or (ii), 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 applicable tax laws or the rules of any securities exchange or Depositary Depository therefor or as may, consistently herewith, be determined by the officer Officer executing such Securities or notations of guarantee, respectivelySecurities, as evidenced by such officer’s his or her execution thereof. If the form of Securities of any series is 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 Issuer and delivered to the Trustee at or prior to the delivery of the Company Issuer Order contemplated by Section 303 for the authentication and delivery of such Securities. If all of the form of any notation of guarantee by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such Guarantoraction at the time of issuance of each Security of such series, a copy of but an appropriate record of such action shall be certified by delivered at or before the Secretary or an Assistant Secretary time of issuance of the first Security of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Security. The definitive Securities and any notations of guarantee 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 of the Company executing such Securitiesseries. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a Guarantee or a notation of guaranteea Guarantee, but such a Guarantee or notation of guarantee a Guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee Section 202 Form of a Guarantor Trustee’s Certificate of Authentication. Subject to Section 612, the Trustee’s certificate of authentication shall be evidenced only by its execution and delivery in substantially the following form: This is one of this Indenture or an indenture supplemental heretothe Securities of the series designated therein referred to in the within-mentioned Indenture. ●, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrument.as Trustee By: Authorized Signatory

Section 201 Forms Generally. As to each series of Securities, (i) the The Securities of such each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as provided in Section 301 and the terms of such Securities provide for the endorsement thereon or attachment thereto of notations of guarantee by such Guarantor, such notations of guarantee 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 of such Guarantor or in one or more indentures supplemental hereto, in the each case of (i) or (ii), 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 officer officers executing such Securities or notations of guarantee, respectivelySecurities, as evidenced by such officer’s their execution thereof. If the form of Securities of any series is 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 any member of the Company Board of Directors 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. If The text of the Subordinated Guarantee shall be attached to the Securities of each series in substantially the form set forth in Section 206, or in the form of such other Subordinated Guarantee as shall be established by or pursuant to a Board Resolution of the Guarantor and/or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other corrections 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 notation securities exchange or as may, consistently herewith, be determined by the person duly authorized thereto executing such Securities, all as evidenced by such execution. If the Subordinated Guarantee, the text of guarantee by any Guarantor which is to be endorsed on attached to the Securities of any series series, is established by action taken pursuant to a Guarantor’s Board Resolution of such the Guarantor, a copy of an appropriate record of such action shall be certified by two authorized signatories of the Secretary or an Assistant Secretary Group Legal Services department (or, if re-named, the successor legal department) of such the Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Company Order contemplated by Section 303 for the authentication and delivery of such Securities with such notation of guarantee endorsed thereon. For purposes hereof, a notation of guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such SecuritySecurities. The definitive Securities and any notations Securities, including the text of guarantee endorsed thereon the Subordinated Guarantee, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officer of the Company officers executing such Securities. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a notation as evidenced by their execution of guarantee, but such notation of guarantee may be endorsed thereon or attached thereto as contemplated by this Section 201. The Guarantee of a Guarantor shall be evidenced only by its execution and delivery of this Indenture or an indenture supplemental hereto, and not by its execution and delivery of a notation of guarantee. A notation of guarantee shall be for notice purposes only and shall not constitute an enforceable agreement or instrumentSecurities.