Common use of Form of Trustee’s Certificate of Authentication Clause in Contracts

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee Dated: By: Authorized Signatory SECTION 203. Securities Issuable in Global Form. (a) If Securities of a series are issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form may from time to time be increased or decreased 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 Issuer Order to be delivered to the Trustee pursuant to Section 303 or 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 Issuer Order. If a Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer 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 Section 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 in such Security in global form. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS[ ], as Trustee Dated: By: Authorized Signatory SECTION 203. Dated: Section 203 Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerCompany, the any Guarantor, the Trustee and any agent of the IssuerCompany, the any Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE WXXXX FARGO BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: By: Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s certificate of authentication shall will be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-within mentioned Indenture. DEUTSCHE THE BANK OF NEW YORK MELLON TRUST COMPANY AMERICASCOMPANY, N.A. as Trustee By Authorized Signatory Dated: By: Authorized Signatory ________________ SECTION 203. Securities Issuable in Global Form. (a) If Securities of a series are issuable in whole or in part in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302301, any such Security in global form shall will represent such of the Outstanding Securities of such series as shall will be specified in such Security, therein and may provide that it shall will represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 will be specified therein or in the Issuer 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, endorsement or delivery or redelivery of a Security in global form shall will be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of penultimate paragraph of Section 303 shall will apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 penultimate paragraph of Section 303. Notwithstanding the provisions of Section 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 in such Security in global form. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.ARTICLE THREE THE SECURITIES

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee Dated: By: Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Company Order. If Notwithstanding the foregoing provisions of this paragraph, in the event a Issuer Order global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer this Indenture with respect to endorsementthe Securities of such series, delivery or redelivery of a the Trustee shall deliver and redeliver such global 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers to the Trustee the extent necessary to effect such exchanges, shall endorse such global 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 reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerCompany, the Guarantor, the Trustee and any agent of the IssuerCompany, the Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name Holder of such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer registered form, Euroclear or Clearstream.. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: This is one of the Securities of the series designated therein referred to in in, and issued under, the within-mentioned Indenture. DEUTSCHE THE BANK TRUST COMPANY AMERICASOF NEW YORK, as Trustee Dated: By: By Authorized Signatory SECTION 203. Securities Issuable in Global Form. (a) If Securities of or within a series are issuable in global form, as specified and or as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302301, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 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 in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities with the Senior Subordinated Guarantees endorsed thereon of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK FIRST TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: By: _______________________________________ Authorized Signatory SECTION 203Section 2.3. Securities Issuable in Global Form. Form of Senior Subordinated Guarantee SENIOR SUBORDINATED GUARANTEE For value received, each of the Guarantors named (aor deemed herein to be named) If Securities below hereby jointly and severally unconditionally guarantees, on a senior subordinated basis to the Holder of a series are issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Securityupon which this Senior Subordinated Guarantee is endorsed, and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form may from time to time be increased or decreased 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 Issuer Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions on behalf of Section 303 and, if applicable, Section 304such Holder, the Trustee shall deliver due 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 a Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement, 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 provisions punctual payment of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interestinterest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of the Company punctually to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if anysuch payment were made by the Company. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of such Security or the Indenture, the absence of any action to enforce the same, any creation, exchange, release or non-perfection of any Lien on any Security collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of, all or of any of the Securities, the election by the Trustee or any of the Holders in permanent global form shall be made to any proceeding under Chapter 11 of the Person or Persons specified in such Security in global form. Notwithstanding Bankruptcy Code of the provisions application of Section 309 and except 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as provided in debtor-in-possession, under Section 364 of the preceding paragraphBankruptcy Code, the Issuerdisallowance, under Section 502 of the GuarantorBankruptcy Code, of all or any portion of the claims of the Trustee and or any agent of the IssuerHolders for payment of any of the Securities, the Guarantor and the Trustee shall treat as any waiver or consent by the Holder of such principal amount Security or by the Trustee or either of Outstanding Securities represented by them with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any action to enforce the same or any other circumstances which might otherwise constitute a permanent global legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company (or, with respect to the allied Subsidiary Guarantor, any Subsidiary Guarantor), any right to require a proceeding first against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor), protest or notice with respect to such Security (ior, with respect to the Allied Subsidiary Guarantor, the Subsidiary Guarantees) or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Senior Subordinated Guarantee will not be discharged except by complete performance of the obligations contained in such Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) and in this Senior Subordinated Guarantee. Each of the Guarantors hereby agrees that, in the case event of a permanent global default in payment of principal (or premium, if any) or interest on such Security in registered form(or, with respect to the Allied Subsidiary Guarantee, the Person Subsidiary Guarantees), whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in whose name the Indenture, directly against each or any of the Guarantors to enforce this Senior Subordinated No reference herein to the Indenture and no provision of this Senior Subordinated Guarantee or of the Indenture shall alter or impair the Senior Subordinated Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which this Senior Subordinated Guarantee is endorsed. Each Guarantor shall be subrogated to all rights of the Holder of such Security against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor)in respect of any amounts paid by such Guarantor on account of such Security (or, with respect to the Allied Subsidiary Guarantee, on account of the Subsidiary Guarantees) pursuant to the provisions of its Senior Subordinated Guarantee or the Indenture; provided, however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on this Security and all other Securities issued under the Indenture shall have been paid in full. This Senior Subordinated Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company (or, with respect to the Subsidiary Guarantee, the Subsidiary Guarantor)for liquidation or reorganization, should the Company (or with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary guarantors'), and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees)is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is registered rescinded, reduced, restored or returned, the Securities shall, to the fullest extent The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Senior Subordinated Guarantee. The Guarantors or any particular Guarantor shall be released from this Senior Subordinated Guarantee upon the terms and subject to certain conditions provided in the Indenture. By delivery of a supplemental indenture to the Trustee in accordance with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor after the date of the Indenture will be deemed to have executed and delivered this Subsidiary Guarantee for the benefit of the Holder of the Security upon which this Subsidiary Guarantee is endorsed, with the same effect as if such Subsidiary Guarantor was named below and had executed and delivered this Subsidiary Guarantee. All terms used in this Senior Subordinated Guarantee which are defined in the Indenture referred to in the Security Register, upon which this Senior Subordinated Guarantee is endorsed shall have the meanings assigned to them in such Indenture. This Senior Subordinated Guarantee shall not be valid or (ii) in obligatory for any purpose until the case certificate of a permanent global authentication on the Security in bearer form, Euroclear or Clearstreamupon which this Senior Subordinated Guarantee is endorsed shall have been executed by the Trustee under the Indenture by manual signature. Reference is made to Article Sixteen of the Indenture for further provisions with respect to this Senior Subordinated Guarantee. THIS SENIOR SUBORDINATED GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE U.S BANK TRUST COMPANY AMERICAS, as Trustee Dated: NATIONAL ASSOCIATION By: Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerOperating Partnership, the Guarantor, the Trustee and any agent of the IssuerOperating Partnership, the Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear the Person or Clearstream.Persons specified pursuant to Section 301. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS[ ], as Trustee Dated: By: Authorized Signatory SECTION 203. Dated: Section 203 Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerCompany, the any Guarantor, the Trustee and any agent of the IssuerCompany, the any Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611612, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS[name of Trustee], as Trustee Dated: By: :__________________________________________ Authorized Signatory Officer SECTION 203. Securities Issuable in Global Form. (a) If Securities of or ---------------------------------- within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be are specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 the manner and upon in accordance with instructions given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 in accordance with instructions given by the Person or Persons specified therein or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premiumpremium or Make- Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor and Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS_________________________, as Trustee Dated: By: Authorized Signatory SECTION 203. Dated: Section 203 Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Order. If a an Issuer Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the Issuer, the any Guarantor, the Trustee and any agent of the Issuer, the any Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) Security, in the case of a permanent global Security in registered form, the Person in whose name Holder of such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer registered form, Euroclear or Clearstream.. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: TRUSTEE'S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASTHE CHASE MANHATTAN BANK, as Trustee Dated: By: By ------------------------ Authorized Signatory Officer SECTION 203. Securities Issuable in Global Form. (a) ---------------------------------- If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302301, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 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 in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.Cedel, to the extent of their interests therein. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: TRUSTEE’S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS[Trustee], as Trustee Dated: By: Authorized Signatory SECTION 203. Securities Issuable in Global Form. (a) Form If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302301, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 any provisions of Section 307307 to the contrary, 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 in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor and Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) ), in the case of a permanent global Security in registered formRegistered Security, the Person in whose name such Security is registered in the Security RegisterHolder thereof, or (ii) in the case of a permanent global Security in bearer formBearer Security, Euroclear or Clearstream.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee DatedBy: Deutsche Bank National Trust Company By: Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers’ Certificate of the Company and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerCompany, the Guarantor, the Trustee and any agent of the IssuerCompany, the Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear the Person or Clearstream.Persons specified pursuant to Section 301. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, ________________________________________ as Trustee Dated: By: :_____________________________________ Authorized Signatory Representative SECTION 203. Securities Issuable in Global Form. (a) If Securities of or within ---------------------------------- a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s certificate certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASAMERICAS As Trustee By …………………………………... Authorized Officer SECTION 206. Form of Guarantee The Guarantee of any applicable series of Securities shall be in substantially the following form: For value received, the undersigned (the “Guarantor”), to the extent set forth in and subject to the terms of the Indenture, dated as of September 3, 2009 (the “Indenture”), among Procter & Xxxxxx International Funding SCA, a société en commondite par actions duly organized under the laws of the Grand Duchy of Luxembourg (the “Company”), the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), irrevocably and unconditionally guarantees to each Holder and to the Trustee Dated: By: Authorized Signatory SECTION 203. Securities Issuable in Global Form. and its successors and assigns (a1) If Securities the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of a series are issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause all obligations of the Company under this Indenture (8) of Section 301 including obligations to the Trustee) and the provisions Securities, whether for payment of Section 302principal of or interest on or premium, any such Security in global form shall represent if any, on the Outstanding Securities and all other monetary obligations of such series as shall be specified in such Securitythe Company under this Indenture and the Securities and (2) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and may provide that it shall represent the aggregate amount Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The obligations of Outstanding Securities of such series from time the Guarantor to time endorsed thereon, the Holders and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form may from time to time be increased or decreased 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 Issuer Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to this Guarantee and the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security Indenture are expressly set forth 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 a Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement, 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 provisions Article Eleven of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued Indenture, and sold by the Issuer and the Issuer 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 Section 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 reference is hereby made to the Person or Persons specified Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Securities to which this Guarantee is endorsed, by accepting such Securities, agrees to and shall be bound by such provisions. All terms used in such Security in global form. Notwithstanding the provisions of Section 309 and except as provided this Guarantee which are defined in the preceding paragraph, Indenture shall have the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) meanings assigned to them in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamIndenture.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: By: Authorized Signatory SECTION Signatory” Section 203. Securities Issuable in Global Form. (a) If Securities of a series are issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) 10) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 (i) in such manner and upon instructions given by such Person or Persons as shall be specified therein in such Security or in the Issuer a Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304, or (ii)otherwise in accordance with written instructions as is customary for the Depositary for such Security, from such Depositary or its nominee on behalf of any Person having a beneficial interest in such Security. 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 in such Security or in the applicable Issuer Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Issuer Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 103 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any Securities of that series are to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of such global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, (1) (A) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series or (B) the Depositary has ceased to be a clearing agency registered under applicable law, and in either case (A) or (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines not to have the Securities of such series represented by a global Security and so notifies the Trustee. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 103 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 Section 201 and Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, interest on and any Additional Amounts with respect to any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor and Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) as shall be specified in a written statement, if any, of the case Holder of a permanent such global Security in registered formSecurity, the Person in whose name such Security which is registered in produced to the Security Register, Registrar by such Holder. Global Securities may be issued in either temporary or (ii) permanent form. Permanent global Securities will be issued in the case of a permanent global Security in bearer definitive form, Euroclear or Clearstream.. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: AS TRUSTEE By: Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) If Securities of or within a series are issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 written instruction given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 written instructions given by the Person or Persons specified therein or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium or Make-Whole Amount and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is ----------------------------------------------- one of the Securities of the series designated therein referred to in the within-within mentioned Indenture. DEUTSCHE THE BANK TRUST COMPANY AMERICASOF NEW YORK, as Trustee Dated: By: By __________________________ Authorized Signatory SECTION 203. Securities Issuable in Global Form. (a) If Securities of or ---------------------------------- of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302301, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security as shall be specified in a written statement, produced to the Trustee by such Person, or (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASAmerican Stock Transfer & Trust Company, LLC, as Trustee Dated: By: Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 or the Security Registrar in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee or the Security Registrar 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 Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer Company delivers to the Trustee or the Security Registrar 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 Section 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 in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Register, form or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: By: ----------------- ----------------------------- Authorized Signatory SECTION 203. Securities Issuable in Global Form. (a) If Securities of or ---------------------------------- within a series are issuable in global form, as specified and contemplated by Section 301the form of one or more Global Securities, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Global Security in global form shall represent the Outstanding or Securities of such series as shall be specified in such Security, and may provide that it or they 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, thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a any Global Security or other notation in global form the books and records of the Trustee to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders thereof, of Outstanding Securities represented thereby shall be made by the Trustee in accordance with the Trustee's customary practice or otherwise in such manner and upon instructions given or by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, endorsement or delivery or redelivery of a Global 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security in global form if such Security was never issued and sold by the Issuer Partnership and the Issuer Partnership delivers to the Trustee the Global 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interestany premium or Make- Whole Amount, if any, and interest on any Global Security in permanent global form shall be made to the Person or Persons specified in such Security in global formregistered Holder thereof. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorPartnership, the Trustee and any agent of the Issuer, the Guarantor Partnership and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Global Security (i) in the case of a permanent global Global Security in registered form, the Person Holder of such permanent Global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Global Security in bearer form, Euroclear or ClearstreamCEDEL. Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning set forth in the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or its nominee to a successor Depository or its nominee."

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASU.S. Bank National Association, as Trustee Dated: By: By Authorized Signatory Officer SECTION 203. Securities Issuable in Global Form. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 or the Security Registrar in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee or the Security Registrar 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 Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer Company delivers to the Trustee or the Security Registrar 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 Section 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 in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in Security, the case Holder of a such permanent global Security in registered formSecurity. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent every global Security authenticated and delivered hereunder shall bear a legend in bearer substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, Euroclear or Clearstream.AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASThe First National Bank of Chicago, as Trustee Dated: By: By ----------------------- Authorized Signatory Officer SECTION 203. Securities Issuable in Global FormSECURITIES ISSUABLE IN GLOBAL FORM. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 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 in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.CEDEL. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS[NAME OF TRUSTEE], as Trustee Dated: By: :_________________________________ Authorized Signatory Officer SECTION 203. Securities Issuable in Global Form. (a) If Securities of or ---------------------------------- within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be are specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 the manner and upon in accordance with instructions given by such Person or Persons as shall be specified therein or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 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 in accordance with instructions given by the Person or Persons specified therein or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Operating Partnership and the Issuer Operating Partnership 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premiumpremium or Make- Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the IssuerOperating Partnership, the GuarantorCompany, the Trustee and any agent of the IssuerOperating Partnership, the Guarantor and Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s 's certificate of authentication on all Securities shall be in substantially the following formas follows: This is one of the Securities of the series designated therein herein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASFleet National Bank, as Trustee Dated: By: ---------------------------- ------ Authorized Signatory SECTION 203. Securities Issuable in Global Form. (a) If Securities at any time there shall be an Authenticating Agent appointed with respect to any series of a series are issuable in global formSecurities, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and then the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall bear, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication which shall be specified substantially as follows: This is one of the Securities of the series designated herein referred to in such Securitythe within-mentioned Indenture. Fleet National Bank, as Trustee By: ---------------------------- ------ as Authenticating Agent By: ---------------------------- ------ Authorized Signatory Section 2.04. Authentication And Delivery Of Securities. LGII may deliver Securities of any series executed by LGII to the Trustee for authentication together with the applicable documents referred to below in this Section 2.04, and the Trustee shall thereupon authenticate and deliver such Securities to, or upon the order of, LGII (contained in an Issuer Order referred to below in this Section 2.04) or pursuant to such procedures acceptable to the Trustee and to such recipients as may provide that it shall represent be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate, if any, and any other terms of the aggregate amount of Outstanding Securities of such series shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from time to time endorsed thereonLGII or its duly authorized agent, and that which instructions shall be promptly confirmed in writing. In authenticating the aggregate amount of Outstanding Securities of such series represented by and accepting the additional responsibilities under this Indenture in relation to such Security in global form may from time to time be increased or decreased 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 Issuer Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304Securities, 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 a Issuer Order pursuant be entitled to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers to the Trustee the Security in global form together with written instructions receive (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 Section 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 in such Security in global form. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security subparagraphs (2), (3) and (4) below only at or before the time of the first request of LGII to the Trustee to authenticate Securities of such series) and (subject to Section 7.01) shall be fully protected in registered formrelying upon, the Person in whose name unless and until such Security is registered in the Security Register, documents have been superseded or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.revoked:

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, [TRUSTEE] as Trustee Dated: By: By ---------------------- Authorized Signatory SECTION 203. Securities Issuable in Global FormSECURITIES ISSUABLE IN GLOBAL FORM. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer Order to be delivered to the Trustee pursuant to Section 303 or 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 Issuer Order. If a an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to Section 611613, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE THE BANK OF NEW YORK MELLON TRUST COMPANY AMERICASCOMPANY, N. A., as Trustee DatedDate: By: Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 pursuant to Section 301 with respect to such Security or in the applicable Issuer Company Order. If Notwithstanding the foregoing provisions of this paragraph, in the event a Issuer Order global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer this Indenture with respect to endorsementthe Securities of such series, delivery or redelivery of a the Trustee shall deliver and redeliver such global 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers to the Trustee the extent necessary to effect such exchanges, shall endorse such global 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 reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case Holder of a permanent such global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS_____________________, as Trustee Dated: By: :___________________________________________ Authorized Signatory Officer SECTION 203. Securities Issuable in Global Form. (a) If Securities of or within ---------------------------------- a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be are specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 the manner and upon in accordance with instructions given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 in accordance with instructions given by the Person or Persons specified therein or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any, on) and interestinterest and Additional Amounts, if any, on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor and Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE U.S. BANK TRUST COMPANY AMERICAS, as Trustee Dated: NATIONAL ASSOCIATION By: Authorized Signatory SECTION 203. Section 203 Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerOperating Partnership, the Guarantor, the Trustee and any agent of the IssuerOperating Partnership, the Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear the Person or Clearstream.Persons specified pursuant to Section 301. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE STATE STREET BANK AND TRUST COMPANY AMERICASCOMPANY, as Trustee Dated: By: :______________________________________________ Authorized Signatory Officer SECTION 203. Securities Issuable in Global Form. (a) If Securities of or ---------------------------------- within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be are specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 the manner and upon in accordance with instructions given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 in accordance with instructions given by the Person or Persons specified therein or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premiumpremium or Make- Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor and Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASU.S. Bank Trust Company, National Association, as Trustee Dated: By: Authorized Signatory SECTION Dated: Section 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Order. If a an Issuer Order pursuant to Section 303 (with respect to any reopening of Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the Issuer, the any Guarantor, the Trustee and any agent of the Issuer, the any Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) Security, in the case of a permanent global Security in registered form, the Person in whose name Holder of such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer registered form, Euroclear or Clearstream. ARTICLE THREE.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE THE BANK OF NEW YORK MELLON TRUST COMPANY AMERICASCOMPANY, N.A., as Trustee Dated: By: Authorized Signatory Officer Dated: SECTION 203. 203 Securities Issuable in Global Form. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, been or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 Counselwriting. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear the Person or Clearstream.Persons specified in Section 301. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE NBD BANK TRUST COMPANY AMERICAS, as Trustee Dated: By: By __________________________ Authorized Signatory SECTION 203. Securities Issuable in Global Form. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions Provision of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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, thereby together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASCHEMICAL BANK, as Trustee Dated: By: By -------------------------------- Authorized Signatory Officer SECTION 203. Securities Issuable in Global FormSECURITIES ISSUABLE IN GLOBAL FORM. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: By: Authorized Signatory SECTION 203. Dated: Section 203 Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of CounselCounsel other than those which may be required pursuant to Section 303 or 304 or otherwise pursuant to this Indenture. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (of, any premium and premiuminterest on, if any) and interestany Additional Amounts in respect of, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerOperating Partnership, the any Guarantor, the Trustee and any agent of the IssuerOperating Partnership, the any Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, form the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject ----------------------------------------------- to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS[BANK], as Trustee Dated: By: ------------------------------------- Authorized Signatory SECTION 203. Securities Issuable in Global Form. (a) If Securities of or ---------------------------------- within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject ----------------------------------------------- to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE Dated:_________________ THE BANK TRUST COMPANY AMERICASOF NEW YORK, as Trustee Dated: By: :__________________________________ Authorized Signatory SECTION 203. Securities Issuable in Global Form. (a) If Securities of or ---------------------------------- within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, [______________] as Trustee Dated: ______________ By: __________________________ Authorized Signatory SECTION 203. Securities Issuable in Global Form. (a) If Securities of or within ---------------------------------- a series are issuable in global form, as specified and contemplated by Section 301the form of one or more Global Securities, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Global Security in global form shall represent the Outstanding or Securities of such series as shall be specified in such Security, and may provide that it or they 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, thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a any Global Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders thereof, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given or by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, endorsement or delivery or redelivery of a Global 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer Company delivers to the Trustee the Global 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interestany premium or Make- Whole Amount, if any, and interest on any Global Security in permanent global form shall be made to the Person or Persons specified in such Security in global formregistered Holder thereof. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Global Security (i) in the case of a permanent global Global Security in registered form, the Person Holder of such permanent Global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Global Security in bearer form, Euroclear or ClearstreamCEDEL. Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning set forth in the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or its nominee to a successor Depository or its nominee."

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein herein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, __________________________________ as Trustee Dated: By: By ______________________________ Authorized Signatory Officer SECTION 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and 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, thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form 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 by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer 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 Section 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 in such Security in global form. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.<PAGE> 20 ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASUMB Bank, National Association, as Trustee Dated: By: Authorized Signatory SECTION 203. Dated: Section 203 Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Order. If a an Issuer Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer increasing or decreasing the amount outstanding with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the Issuer, the any Guarantor, the Trustee and any agent of the Issuer, the any Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASU.S. Bank National Association, as Trustee Dated: By: Authorized Signatory SECTION 203. Dated: Section 203 Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of CounselCounsel other than those which may be required pursuant to Section 303 or 304 or otherwise pursuant to this Indenture. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerOperating Partnership, the any Guarantor, the Trustee and any agent of the IssuerOperating Partnership, the any Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASDate: _____________________, as Trustee Dated: By: :_______________________ Authorized Signatory Officer SECTION 203. Securities Issuable in Global Form. (a) If Securities of or ---------------------------------- within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be are specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 the manner and upon in accordance with instructions given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 in accordance with instructions given by the Person or Persons specified therein or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any, on) and interestinterest and Additional Amounts, if any, on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor and Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This ----------------------------------------------- is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASTHE CONNECTICUT NATIONAL BANK, as Trustee Dated: By: By ----------------------------- Authorized Signatory Officer SECTION 203. Securities Issuable in Global Form. (a) If Securities of or ---------------------------------- within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302301, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security as shall be specified in a written statement, produced to the Trustee by such Person, or (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear Euro-clear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: By: Authorized Signatory SECTION Signatory” Section 203. Securities Issuable in Global Form. (a) If Securities of a series are issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) 10) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 (i) in such manner and upon instructions given by such Person or Persons as shall be specified therein in such Security or in the Issuer a Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304, or (ii) otherwise in accordance with written instructions as is customary for the Depositary for such Security, from such Depositary or its nominee on behalf of any Person having a beneficial interest in such Security. 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 in such Security or in the applicable Issuer Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Issuer Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 103 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any Securities of that series are to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of such global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, (1) (A) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series or (B) the Depositary has ceased to be a clearing agency registered under applicable law, and in either case (A) or (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines not to have the Securities of such series represented by a global Security and so notifies the Trustee. In connection with any transfer of a portion of a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of a global Security of any series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 103 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 Section 201 and Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, interest on and any Additional Amounts with respect to any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor and Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) as shall be specified in a written statement, if any, of the case Holder of a permanent such global Security in registered formSecurity, the Person in whose name such Security which is registered in produced to the Security Register, Registrar by such Holder. Global Securities may be issued in either temporary or (ii) permanent form. Permanent global Securities will be issued in the case of a permanent global Security in bearer definitive form, Euroclear or Clearstream.. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s certificate certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASWachovia Bank, as National Association, As Trustee Dated: By: By Authorized Signatory SECTION 203Section 207. Securities Issuable in Global FormForm of Conversion Notice. (a) If Securities Each convertible Security shall have attached thereto, or set forth on the reverse of a series are issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it shall represent a notice of conversion in substantially the aggregate amount following form: Conversion Notice To: Hanover Compressor Company The undersigned owner of Outstanding Securities of such series from time this Security hereby: (i) irrevocably exercises the option to time endorsed thereon, and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amountconvert this Security, or the portion hereof below designated, for shares of Common Stock of Hanover Compressor Company in accordance with the terms of the Indenture referred to in this Security and (ii) directs that such shares of Common Stock deliverable upon the conversion, together with any increase or decrease check in payment for fractional shares and any Security(ies) representing any unconverted principal amount hereof, be issued and delivered to 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 Issuer Order registered holder hereof unless a different name has been indicated below. If shares are to be delivered to the Trustee pursuant to Section 303 or 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 Issuer Order. If a Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer 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 Section 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 in such Security in global form. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Registername of a person other than the undersigned, or (ii) the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated Signature Fill in for registration of shares if to be delivered, and of Securities if to be issued, otherwise than to and in the case name of the registered holder. Social Security or other Taxpayer Identification Number (Name) (Street Address) (City, State and Zip Code) (Please print name and address) Principal amount to be converted: (if less than all) $ Signature Guarantee* * Participant in a permanent global Security in bearer form, Euroclear recognized Signature Guarantee Medallion Program (or Clearstream.other signature acceptable to the Trustee). ARTICLE THREE THE SECURITIES

Form of Trustee’s Certificate of Authentication. Subject to Section 611614, the Trustee’s certificate Certificate of authentication Authentication on all Securities shall be in substantially the following form: “This is one of the Securities of the series designated therein referred to described in the within-mentioned Indenture. DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: By: ____________________________________ Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) If Securities any Security of a series are is issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 and in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 303 or 304such Security. 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 a Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any Any instructions by the Issuer with respect to endorsement, delivery or redelivery of a Security in global form form, after its initial issuance, shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel102. The provisions of the last sentence of Section 303 shall apply Unless otherwise provided with respect to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer 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 series of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (Global Securities shall be issuable only in registered form without coupons, and premium, if any) and interest, if any, on any may be issued in either temporary or permanent form. Any Security issued in permanent global form shall be made to bear the Person or Persons specified in such Security in global formfollowing legend: THIS NOTE 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. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraphUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. [If a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Global Security is registered in the Security Registerto be held by The Depository Trust Company, or then insert: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (ii“DTC”) in the case of a permanent global Security in bearer formTO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, Euroclear or ClearstreamEXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.]

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS·, as Trustee Dated: By: Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and 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, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form 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 by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 pursuant to Section 301 with respect to such Security or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301in or pursuant to this Indenture or any Securities, payment of principal of (of, any premium and premiuminterest on, if any) and interestany Additional Amounts in respect of, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.Security

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee Dated: By: Authorized Signatory SECTION 203. Dated: Section 203 Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of CounselCounsel other than those which may be required pursuant to Section 303 or 304 or otherwise pursuant to this Indenture. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerOperating Partnership, the any Guarantor, the Trustee and any agent of the IssuerOperating Partnership, the any Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASXxxxx Fargo Bank, National Association, as Trustee Dated: By: Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 pursuant to Section 301 with respect to such Security or in the applicable Issuer Company Order. If Notwithstanding the foregoing provisions of this paragraph, in the event a Issuer Order global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer this Indenture with respect to endorsementthe Securities of such series, delivery or redelivery of a the Trustee shall deliver and redeliver such global 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers to the Trustee the extent necessary to effect such exchanges, shall endorse such global 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 reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear the Person or Clearstream.Persons specified pursuant to Section 301. ARTICLE THREE THE SECURITIES

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK AMERICAN STOCK TRANSFER & TRUST COMPANY AMERICASCOMPANY, as LLC, Trustee Dated: By: Authorized Signatory SECTION Officer Section 203. Securities Issuable in Global Form. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 or the Security Registrar in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee or the Security Registrar 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 Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer Company delivers to the Trustee or the Security Registrar 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 Section 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 in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Register, form or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned within‑mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASU.S. Bank National Association, as Trustee Dated: By: ____________________________ Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerOperating Partnership, the Limited Guarantor, the Trustee and any agent of the IssuerOperating Partnership, the Limited Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear the Person or Clearstream.Persons specified pursuant to Section 301. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: By: Authorized Signatory SECTION 203. Dated: Section 203 Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Operating Partnership Order. If Notwithstanding the foregoing provisions of this paragraph, in the event a Issuer Order global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer this Indenture with respect to endorsementthe Securities of such series, delivery or redelivery of a the Trustee shall deliver and redeliver such global 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers to the Trustee the extent necessary to effect such exchanges, shall endorse such global 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 reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerOperating Partnership, the any Guarantor, the Trustee and any agent of the IssuerOperating Partnership, the any Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) Security, in the case of a permanent global Security in registered form, the Person in whose name Holder of such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer registered form, Euroclear or Clearstream.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE THE BANK TRUST COMPANY AMERICASOF NEW YORK MELLON, as Trustee Dated: By: Authorized Signatory SECTION 203. Section 203 Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerOperating Partnership, the any Guarantor, the Trustee and any agent of the IssuerOperating Partnership, the any Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear the Person or Clearstream.Persons specified pursuant to Section 301. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASThe Bank of New York Mellon Trust Company, as Trustee N.A., Dated: By: Authorized Signatory SECTION Signature Section 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and 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, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form 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 by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 pursuant to Section 301 with respect to such Security or in the applicable Issuer Company Order. If Notwithstanding the foregoing provisions of this paragraph, in the event a Issuer Order global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer this Indenture with respect to endorsementthe Securities of such series, delivery or redelivery of a the Trustee shall deliver and redeliver such global 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers to the Trustee the extent necessary to effect such exchanges, shall endorse such global 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 reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301in or pursuant to this Indenture or any Securities, payment of principal of (of, any premium and premiuminterest on, if any) and interestany Additional Amounts in respect of, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear the Person or ClearstreamPersons specified pursuant to Section 301.

Form of Trustee’s Certificate of Authentication. Subject to ------------------------------------------------ Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE STATE STREET BANK AND TRUST COMPANY AMERICASCOMPANY, as Trustee Dated: By: :___________________________________ Authorized Signatory Officer SECTION 203. Securities Issuable in Global Form. (a) If Securities of or within ---------------------------------- a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be are specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 the manner and upon in accordance with instructions given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 in accordance with instructions given by the Person or Persons specified therein or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premiumpremium or Make- Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor and Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: TRUSTEE’S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS  [Trustee],  as Trustee Dated:   By:  Authorized Signatory  SECTION 203. Securities Issuable in Global Form. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302301, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer Company delivers to the Trustee the Security in global form together with 19 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 any provisions of Section 307307 to the contrary, 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 in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor and Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) ), in the case of a permanent global Security in registered formRegistered Security, the Person in whose name such Security is registered in the Security RegisterHolder thereof, or (ii) in the case of a permanent global Security in bearer formBearer Security, Euroclear or Clearstream.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s 's certificate of authentication shall be in substantially the following form: [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASCITIBANK, N.A., as Trustee Dated: Trustee, By: :___________________ Authorized Signatory SECTION 2032.03. Securities Issuable in Global Form, Execution, Authentication, Delivery and Dating of Securities. (a) If The Securities of a each series are issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302Coupons, any such Security in global form shall represent the Outstanding Securities of such series as if any, to be attached thereto, shall be specified in such Security, and may provide that it shall represent the aggregate amount of Outstanding Securities of such series forms approved from time to time endorsed thereonby or pursuant to a Board Resolution, or established in one or more indentures supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Issuer 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 rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. Each Security and Coupon shall be executed on behalf of the Issuer by its [Chairman of the Board of Directors or any Vice Chairman of the Board of Directors or its President or any Executive Vice President or any Senior Vice President or any Vice President and by its Treasurer or any Assistant Treasurer or its Secretary or any Assistant Secretary], under its Corporate seal. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Each Security and Coupon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the aggregate amount of Outstanding Securities authentication and delivery of such series represented by Security, or the Security to which such Security in global form may Coupon appertains. At any time and from time to time be increased or decreased to reflect exchanges. Any endorsement after the execution and delivery of a Security in global form to reflect this Indenture, the amountIssuer may deliver Securities of any series executed by the Issuer and, or any increase or decrease having endorsed thereon the Guarantees executed by the Guarantor and, in the amountcase of Coupon Securities, having attached thereto appropriate Coupons, to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of Outstanding Securities represented thereby shall be made by such Securities, and the Trustee in accordance with such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to shall authenticate and deliver such Securities. If the Trustee form or terms of the Securities or Coupons of the series have been established in or pursuant to one or more Board Resolutions as permitted by this Section 303 or 304. Subject and Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to the provisions of Section 303 and, if applicable, Section 304such Securities, the Trustee shall deliver be entitled to receive, 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 a Issuer Order pursuant (subject to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement, delivery or redelivery of a Security in global form 8.01) shall be fully protected in writing but need not comply with Section 102 and need not be accompanied by relying upon, an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer 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 Section 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 in such Security in global form. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.Counsel stating:

Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: By: Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form may provide that it or any number of such Securities shall represent the aggregate principal amount of all Outstanding Securities of such series (or such lesser principal amount as shall be specified in such Security, and may provide that it shall represent is permitted by the aggregate amount of Outstanding Securities of such series terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 Section 305 or pursuant to Section 301 with respect to such Security or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officer’s Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a Global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such Global 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 extent necessary to effect such exchanges, shall endorse such Global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form form, and any payments made pursuant to any Guarantee of such Security, shall be made to the Person or Persons specified in such Security in global formSecurity. Notwithstanding the provisions of Section 309 308 and except as otherwise provided in the immediately preceding paragraph, the IssuerOperating Partnership, the Guarantor, Guarantor and the Trustee and any agent of the IssuerOperating Partnership, the Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Global Security (i) in the case of a permanent global Global Security in registered form, the Person Holder of such Global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Global Security in bearer form, Euroclear the Person or Clearstream.Persons specified pursuant to Section 301. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s certificate of authentication shall be in substantially the following form: TRUSTEE’S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee). This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE THE R-M TRUST COMPANY, BANK OF MONTREAL TRUST COMPANY AMERICASCOMPANY, as Canadian Trustee Datedas U.S. Trustee By: By: Authorized Signatory Signature Authorized Signature SECTION 203. Securities Issuable in Global Form. (a) If Securities of or within a series are specified to be issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302301, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 either Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Issuer Corporation Order to be delivered to the such Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the such 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 Corporation Order. If a Issuer Corporation Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer Corporation with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Corporation and the Issuer Corporation delivers to the either 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the IssuerCorporation, the Guarantor, the Trustee Trustees and any agent of the Issuer, the Guarantor Corporation and the Trustee Trustees shall treat the Registered Holder of any global Security as the Holder of such principal amount of the Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.thereby for all purposes. ARTICLE THREE THE SECURITIES

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASSUNTRUST BANK, as Trustee Dated: By: ----------------------------------------------- Authorized Signatory SECTION 203. Securities Issuable in Global FormSECURITIES ISSUABLE IN GLOBAL FORM. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, then notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders thereof, 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 Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interestany premium or Make-Whole Amount, if any, and interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.. ARTICLE THREE THE SECURITIES SECTION 301. AMOUNT UNLIMITED: ISSUABLE IN SERIES. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable:

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: By: Authorized Signatory SECTION Signatory” Section 203. Securities Issuable in Global Form. (a) If Securities of a series are issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) 10) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 (i) in such manner and upon instructions given by such Person or Persons as shall be specified therein in such Security or in the Issuer a Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304, or (ii) otherwise in accordance with written instructions as is customary for the Depositary for such Security, from such Depositary or its nominee on behalf of any Person having a beneficial interest in such Security. 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 in such Security or in the applicable Issuer Company Order. With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Issuer Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 103 and need not be accompanied by an Opinion of Counsel. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be treated by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Security Custodian or any agent of the Company or the Security Custodian, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any Securities of that series are to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of such global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial interests in that global Security if, and only if, (1) (A) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series or (B) the Depositary has ceased to be a clearing agency registered under applicable law, and in either case (A) or (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred with respect to such series and is continuing and the Security Registrar has received a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines not to have the Securities of such series represented by a global Security and so notifies the Trustee. In connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. In connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 103 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 Section 201 and Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, interest on and any Additional Amounts with respect to any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor and Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) as shall be specified in a written statement, if any, of the case Holder of a permanent such global Security in registered formSecurity, the Person in whose name such Security which is registered in produced to the Security Register, Registrar by such Holder. Global Securities may be issued in either temporary or (ii) permanent form. Permanent global Securities will be issued in the case of a permanent global Security in bearer definitive form, Euroclear or Clearstream.. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS_____________________, as Trustee Dated: By: :________________________________ Authorized Signatory Officer SECTION 203. Securities Issuable in Global Form. (a) If Securities of or ---------------------------------- within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be are specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 the manner and upon in accordance with instructions given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 in accordance with instructions given by the Person or Persons specified therein or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any, on) and interestinterest and Additional Amounts, if any, on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor and Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE Dated: U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: By: Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) If Securities of a series are issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchangesexchanges pursuant to a schedule thereto. Any endorsement of a any Security in global form 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 by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein therein, pursuant to Applicable Procedures, or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 therein, pursuant to Applicable Procedures, or in the applicable Issuer Company Order. If a Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement, 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 provisions of the last immediately preceding sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 303immediately preceding sentence. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, in the Issuercase of a permanent global Security in registered form, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat the Holder of such permanent global Security in registered form as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security. The Company, the Trustee, and each Agent shall have no responsibility for any actions taken or not taken by the Depository. Subject to Section 301(20), the Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Depository Custodian with respect to the global Securities unless provided otherwise with respect to such series. In acting hereunder and in connection with the Securities, the Paying Agent and Registrar shall act solely as agents of the Issuer, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder. The Trustee and each Agent are hereby authorized to act in accordance with Applicable Procedures. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (iincluding any transfers between or among the Depository or other beneficial owners of interests in any Security in global form) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee, or any of it respective agents, shall have responsibility for any actions taken or not taken by a Depository. The Trustee shall have no responsibility or obligation to any beneficial owner of a Security in global form, a member of, or a participant in, the applicable Depository or other Person with respect to the accuracy of the records of a Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a permanent global Security in registered global form, the Person ). The rights of beneficial owners in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global any Security in bearer formglobal form shall be exercised only through the applicable Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the applicable Depository with respect to its members, Euroclear or Clearstreamparticipants and any beneficial owners.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE FIRST UNION NATIONAL BANK TRUST COMPANY AMERICAS, as Trustee Dated: By: _________________________________ Authorized Signatory SECTION 203. Securities Issuable in Global FormSECURITIES ISSUABLE IN GLOBAL FORM. (a) If Securities of or within a series are issuable in global form, as specified and contemplated by Section 301the form of one or more Global Securities, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Global Security in global form shall represent the Outstanding or Securities of such series as shall be specified in such Security, and may provide that it or they 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, thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a any Global Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders thereof, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given or by such Person or Persons as shall be specified therein or in the Issuer Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global 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 a Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security in global form if such Security was never issued and sold by the Issuer Partnership and the Issuer Partnership delivers to the Trustee the Global 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium or Make-Whole Amount and interest, if any, interest on any Global Security in permanent global form shall be made to the Person or Persons specified in such Security in global formregistered Holder thereof. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorPartnership, the Trustee and any agent of the Issuer, the Guarantor Partnership and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Global Security (i) in the case of a permanent global Global Security in registered form, the Person Holder of such permanent Global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Global Security in bearer form, Euroclear or ClearstreamCEDEL. Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning set forth in the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or its nominee to a successor Depositary or its nominee."

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASU.S. Bank National Association, as Trustee Dated: By: By Authorized Signatory SECTION 203. Officer Section 203 Securities Issuable in Global Form. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 or the Security Registrar in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee or the Security Registrar 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 Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer Company delivers to the Trustee or the Security Registrar 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 Section 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 in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.. ARTICLE THREE THE SECURITIES

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s certificate of authentication shall be in substantially the following form: [FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION] This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE THE BANK OF NEW YORK MELLON TRUST COMPANY AMERICASCOMPANY, N.A., as Trustee Dated: By: Authorized Signatory SECTION 203Officer Section 2.03. Securities Issuable in Global Form, Execution, Authentication, Delivery and Dating of Securities. (a) If The Securities of a each series are issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it shall represent substantially the aggregate amount of Outstanding Securities of such series forms approved from time to time endorsed thereonby or pursuant to a Board Resolution of the Company and, with respect to any series of Securities for which there is one or more co-issuers, the Issuers, or established in one or more Officers’ Certificates of the Company or the Issuers, as applicable, or indentures supplemental hereto, and that shall be printed, lithographed, engraved or otherwise produced in such manner as the aggregate amount of Outstanding Securities officers executing the same may determine, as evidenced by their execution of such Securities. Such Securities may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed, engraved or otherwise produced thereon as the Issuer(s) 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 rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. Each Security shall be executed on behalf of the Company by the Chairman or any Vice Chairman of the Board of Directors of the Company or by the President or any Executive Vice President or any Vice President and by the Treasurer or any Assistant Treasurer or Secretary or any Assistant Secretary of the Company. Such signatures may be the manual, or facsimile or electronic signatures of the present or any future such officers. Each Security to be co-issued shall be executed on behalf of the Company by the Chairman or any Vice Chairman of the Board of Directors of the Company or by the President or any Executive Vice President or any Vice President and by the Treasurer or any Assistant Treasurer or Secretary or any Assistant Secretary of the Company and on behalf of any Co-Issuer by the Chairman or any Vice Chairman of the Board of Directors of the Co-Issuer or by the President or any Executive Vice President and by the Treasurer or any Assistant Treasurer or Secretary or any Assistant Secretary of such Co-Issuer or, for Xxx Xxxxxxx, by any director of Xxx Xxxxxxx or, for either of AGH or Aon UK, by any director or company secretary of AGH or Aon UK, as the case may be. Such signatures may be the manual, or facsimile or electronic signatures of the present or any future such officers or director. With respect to any series represented of Securities to which the provisions of Article Fifteen shall apply, except as otherwise provided in Article Fifteen, a notation of the Guarantee of each Guarantor endorsed on such Securities shall be executed on behalf of such Guarantor by the Chairman of the Board of Directors of such Guarantor, by the President or any Vice President or the Treasurer of such Guarantor or, for Aon Ireland, by any director of Aon Ireland or, for either of AGH or Aon UK, by any director or company secretary of AGH or Aon UK, as the case may be. The signature of any of these officers or directors on such notation of Guarantee may be manual, or facsimile or electronic. Except as otherwise provided in Article Fifteen, each Security and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, each notation of Guarantee bearing the manual, or facsimile or electronic signatures of individuals who were at any time the proper officers of the Company, a Co-Issuer or a Guarantor, as the case may be, shall bind the Company, such Co-Issuer and such Guarantor, respectively, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Security in global form may or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee. At any time and from time to time be increased after the execution and delivery of this Indenture, the Company and, with respect to any series of Securities for which there is one or decreased more co-issuers, the Issuers may deliver Securities of any series executed by the Company and, with respect to reflect exchanges. Any endorsement any series of Securities for which there is one or more co-issuers, the Issuers and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantors to the Trustee for authentication, together with a Security in global form to reflect Company Order for the amountauthentication and delivery of such Securities, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by and the Trustee in accordance with such manner Company Order shall authenticate and upon instructions given by deliver such Person or Persons Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures acceptable to the Trustee as shall may be specified therein by or in the Issuer pursuant to a Company Order to be delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities of the series have been established in or pursuant to Section 303 one or 304. Subject to more Board Resolutions of the provisions of Section 303 andCompany and/or the Co-Issuer(s), if applicable, as permitted by this Section 304and Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall deliver be given, and redeliver any Security (subject to Section 7.01) shall be fully protected in permanent global form in relying upon, an Officers’ Certificate of the manner Company and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Order. If a Issuer Order Co-Issuer, if applicable, pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 16.04 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer 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 Section 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 in such Security in global form. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.Counsel stating:

Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in ----------- substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE STATE STREET BANK AND TRUST COMPANY AMERICASCOMPANY, as Trustee Dated: By: :_________________________________ Authorized Signatory Officer SECTION 203. Securities Issuable in Global Form. (a) If Securities of or ---------------------------------- within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions ----------- ----------- of Section 302, any such Security in global form shall represent such of the Outstanding ----------- Securities of such series as shall be are specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 the manner and upon in accordance with instructions given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 in accordance with instructions given by the Person or Persons specified therein or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has ----------- --- been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any ----------- Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified ----------- as contemplated by Section 301, payment of principal of (and premiumpremium or Make- ----------- Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the ----------- preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor and Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE THE BANK TRUST COMPANY AMERICASOF NEW YORK, as Trustee DatedDate: By: :_________________________________ Authorized Signatory SECTION 203. Securities Issuable in Global Form. (a) If Securities of or ---------------------------------- within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be are specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 the manner and upon in accordance with instructions given by such Person or Persons as shall be specified therein or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 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 in accordance with instructions given by the Person or Persons specified therein or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Operating Partnership and the Issuer Operating Partnership 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premiumpremium or Make- Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the IssuerOperating Partnership, the GuarantorCompany, the Trustee and any agent of the IssuerOperating Partnership, the Guarantor and Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: TRUSTEE’S CERTIFICATE OF AUTHENTICATION Dated: ____________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS[Trustee], as Trustee Dated: By: Authorized Signatory SECTION Section 203. Securities Issuable in Global FormForm . (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302301, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 any provisions of Section 307307 to the contrary, 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 in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor and Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) ), in the case of a permanent global Security in registered formRegistered Security, the Person in whose name such Security is registered in the Security RegisterHolder thereof, or (ii) in the case of a permanent global Security in bearer formBearer Security, Euroclear or Clearstream.

Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s certificate of authentication shall be in substantially the following form: TRUSTEE’S CERTIFICATE OF AUTHENTICATION (Certificate of Authentication may be executed by either Trustee). This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE THE R-M TRUST COMPANY, BANK OF MONTREAL TRUST COMPANY AMERICASCOMPANY, as Canadian Trustee Datedas U.S. Trustee By: By: Authorized Signatory Signature Authorized Signature SECTION 203. Securities Issuable in Global Form. (a) If Securities of or within a series are specified to be issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302301, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 either Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Issuer Corporation Order to be delivered to the such Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the such 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 Corporation Order. If a Issuer Corporation Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer Corporation with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Corporation and the Issuer Corporation delivers to the either 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the IssuerCorporation, the Guarantor, the Trustee Trustees and any agent of the Issuer, the Guarantor Corporation and the Trustee Trustees shall treat the Registered Holder of any global Security as the Holder of such principal amount of the Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstreamthereby for all purposes.

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE THE BANK TRUST COMPANY AMERICASOF NEW YORK MELLON, as Trustee Dated: By: Authorized Signatory SECTION 203. Dated: Section 203 Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerOperating Partnership, the any Guarantor, the Trustee and any agent of the IssuerOperating Partnership, the any Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear the Person or Clearstream.Persons specified pursuant to Section 301. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS[●], as Trustee Dated: By: ____________________________ Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerOperating Partnership, the Limited Guarantor, the Trustee and any agent of the IssuerOperating Partnership, the Limited Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear the Person or Clearstream.Persons specified pursuant to Section 301. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: AS TRUSTEE By: Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 written instruction given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 written instructions given by the Person or Persons specified therein or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium or Make-Whole Amount and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

Form of Trustee’s Certificate of Authentication. Subject to ----------------------------------------------- Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, [___________________] as Trustee Dated: ______________ By: :________________________________ Authorized Signatory SECTION 203. Securities Issuable in Global Form. (a) If Securities of or ---------------------------------- within a series are issuable in global form, as specified and contemplated by Section 301the form of one or more Global Securities, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Global Security in global form shall represent the Outstanding or Securities of such series as shall be specified in such Security, and may provide that it or they 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, thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a any Global Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders thereof, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given or by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, endorsement or delivery or redelivery of a Global 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer Company delivers to the Trustee the Global 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interestany premium or Make- Whole Amount, if any, and interest on any Global Security in permanent global form shall be made to the Person or Persons specified in such Security in global formregistered Holder thereof. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Global Security (i) in the case of a permanent global Global Security in registered form, the Person Holder of such permanent Global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Global Security in bearer form, Euroclear or ClearstreamCEDEL. Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning set forth in the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or its nominee to a successor Depository or its nominee."

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the The Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein herein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, ___ _ _______________________ as Trustee Dated: By: By ____________________________ Authorized Signatory SECTION 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and 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, thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form 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 by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer 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 Section 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 in such Security in global form. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.<PAGE> 20 ARTICLE THREE THE SECURITIES

Form of Trustee’s Certificate of Authentication. Subject to Section 611612, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee Dated: By: Authorized Signatory SECTION Section 203. Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form may provide that it or any number of such Securities shall represent the aggregate principal amount of all Outstanding Securities of such series (or such lesser principal amount as shall be specified in such Security, and may provide that it shall represent is permitted by the aggregate amount of Outstanding Securities of such series terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 Section 305 or pursuant to Section 301 with respect to such Security or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officer’s Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a Global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such Global 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 extent necessary to effect such exchanges, shall endorse such Global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form form, shall be made to the Person or Persons specified in such Security in global formSecurity. Notwithstanding the provisions of Section 309 308 and except as otherwise provided in the immediately preceding paragraph, the Issuer, the Guarantor, Operating Partnership and the Trustee and any agent of the Issuer, the Guarantor and Operating Partnership or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Global Security (i1) in the case of a permanent global Global Security in registered form, the Person Holder of such Global Security in whose name such Security is registered in the Security Registerform, or (ii2) in the case of a permanent global Global Security in bearer form, Euroclear the Person or Clearstream.Persons specified pursuant to Section 301. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS[ ], as Trustee Dated: By: Authorized Signatory SECTION 203. Dated: Section 203 Securities Issuable in Global Form. (a) Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If Securities of a series are shall be issuable in temporary or permanent global form, as specified and contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent the Outstanding Securities of such series as shall be specified in such Security, and may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon, thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, 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 pursuant to Section 301 with respect to such Security or in the Issuer Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304304 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 written instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Operating Partnership Order. If a Issuer an Operating Partnership Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Issuer Operating Partnership with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel. The Notwithstanding the foregoing provisions of this paragraph, in the last sentence of event a global Security is exchangeable for definitive Securities as provided in Section 303 shall apply 305, then, unless otherwise provided in or pursuant to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers this Indenture with respect to the Securities of such series, the Trustee the shall deliver and redeliver such global 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 extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount of Securities represented therebythereto resulting from such exchanges and shall take such other actions, together with the written statement all as contemplated by the last sentence of Section 303305. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of, any premium and interest on, and any Additional Amounts in respect of (and premium, if any) and interest, if any, on any Security in temporary or permanent global form shall be made to the Person or Persons specified in whose name such Security in global formis registered. Notwithstanding anything to the provisions of Section 309 and except as provided in the preceding paragraphcontrary, the IssuerOperating Partnership, the any Guarantor, the Trustee and any agent of the IssuerOperating Partnership, the any Guarantor and or the Trustee shall treat as the Holder of such the principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person in whose name such Security is registered in the Security Register, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.. ARTICLE THREE

Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s 's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICASNATIONAL CITY BANK, as Trustee Dated: By: -------------------------------- Authorized Signatory Officer SECTION 203. Securities Issuable in Global FormSECURITIES ISSUABLE IN GLOBAL FORM. (a) If Securities of or within a series are issuable in global form, as specified and as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security in global form shall represent such of the Outstanding Securities of such series as shall be specified in such Security, therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon, thereon and that the aggregate amount of Outstanding Securities of such series represented by such Security in global form thereby may from time to time be increased or decreased 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 Issuer Company Order to be delivered to the Trustee pursuant to Section 303 or 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 Issuer Company Order. If a Issuer Company Order pursuant to Section 303 or 304 has been, been or simultaneously is, delivered, any instructions by the Issuer Company with respect to endorsement, 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 provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer Company and the Issuer 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 Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) any premium and interest, if any, interest on any Security in permanent global form shall be made to the Person or Persons specified in such Security in global formtherein. Notwithstanding the provisions of Section 309 308 and except as provided in the preceding paragraph, the Issuer, the GuarantorCompany, the Trustee and any agent of the Issuer, the Guarantor Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Person Holder of such permanent global Security in whose name such Security is registered in the Security Registerform, or (ii) in the case of a permanent global Security in bearer form, Euroclear or ClearstreamCEDEL.