Common use of Form, Denomination and Execution of Certificates Clause in Contracts

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective officers' execution of the Certificates. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

Form, Denomination and Execution of Certificates. The Except to the extent otherwise specified in the applicable Trust Supplement, the Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit Aspecified in such Trust Supplement, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable laws, rules, regulations or the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's ’s or respective such officers' ’ execution of the Certificates. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's ’s or respective officers' ’ execution of the Certificates. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by the Trustee's or respective officers' execution of his signing the Certificates. Except as provided in Section 3.053.09, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denominationdenomination of less than $1,000. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate of any series shall be entitled to any benefit under this Agreement, or be valid for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto executed by the Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates of any series shall be dated on the date of their authentication.

Form, Denomination and Execution of Certificates. The Except to the extent otherwise specified in the applicable Trust Supplement, the Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit Aspecified in such Trust Supplement, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable laws, rules, regulations or the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective such officers' execution of the Certificates. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

Form, Denomination and Execution of Certificates. The ------------------------------------------------ Certificates of each series Series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with the following filled in: (i) the designation of such Series and, if applicable, the Classes thereof, which shall be the same designation as the related Series or Class or Classes of Notes, (ii) the Certificate number or numbers thereof, (iii) the date of authentication thereof, which shall be the same as the Series Issuance Date of the related Series or Class or Classes of Notes, and (iv) the Original Principal Amount thereof, which shall equal, in the aggregate, the principal amount of the related Series of Notes; and with such omissions, variations and insertions as are permitted by this AgreementTrust Agreement or any Trust Supplement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed printed, lithographed or engraved thereon as may be required to comply with the rules of any securities exchange on which any Class or Classes of the Certificates of such Certificates Series may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Certificate Trustee or by the officers executing such CertificatesOriginator (with the prior written approval of the Note Issuer), and as evidenced by the Trustee's or respective officers' execution and authentication of the such Certificates. Except as provided in Section 3.053.10, the definitive Certificates of such series each Series or Class shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates of such Series or Class may be listed, all as determined by the officers executing such Certificates, as evidenced by their such officer's execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the The Certificates of each series Series or Class shall be issued in minimum denominations of $1,000 [1,000] Original Principal Amount or integral multiples thereof except that one Certificate of such series may be issued in a different denominationthereof. The Certificates of such series shall be executed on behalf of the Trust by the Certificate Trustee by manual or facsimile signature of a Responsible Officer of the Certificate Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee Trust shall be valid and binding obligations of validly issued by the TrusteeTrust, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Trust Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto, executed by the Certificate Trustee (as Authentication Agent) by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Form, Denomination and Execution of Certificates. The ------------------------------------------------ Certificates of each series Series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with the following filled in: (a) the designation of such Series and, if applicable, the Classes thereof, which shall be the same designation as the related Series or Class or Classes of Notes, (b) the Certificate number or numbers thereof, (c) the date of authentication thereof, which shall be the same as the Series Issuance Date of the related Series or Class or Classes of Notes, and (d) the Original Principal Amount thereof, which shall equal, in the aggregate, the principal amount of the related Series of Notes; and with such omissions, variations and insertions as are permitted by this AgreementTrust Agreement or any Trust Supplement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed printed, lithographed or engraved thereon as may be required to comply with the rules of any securities exchange on which any Class or Classes of the Certificates of such Certificates Series may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Certificate Trustee or by the officers executing such CertificatesOriginator (with the prior written approval of the Note Issuer), and as evidenced by the Trustee's or respective officers' execution and authentication of the such Certificates. Except as provided in Section 3.053.10, the definitive Certificates of such series each Series or Class shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates of such Series or Class may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such CertificatesCertificates by the Certificate Trustee on behalf of the Trust. Except as otherwise provided in the related Trust Supplement, the The Certificates of each series Series or Class shall be issued in minimum denominations of $1,000 or [1,000] Original Principal Amount and integral multiples thereof except that one Certificate of such series may be issued in a different denominationthereof. The Certificates of such series shall be executed on behalf of the Trust by the Certificate Trustee by manual or facsimile signature of a Responsible Officer of the Certificate Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee Trust shall be valid and binding obligations of validly issued by the TrusteeTrust, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Trust Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto, executed by the Certificate Trustee (as Authentication Agent) by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Form, Denomination and Execution of Certificates. The ------------------------------------------------ Certificates of each series Series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with the following filled in: (a) the designation of such Series and, if applicable, the Classes thereof, which shall be the same designation as the related Series or Class or Classes of Notes, (b) the Certificate number or numbers thereof, (c) the date of authentication thereof, which shall be the same as the Series Issuance Date of the related Series or Class or Classes of Notes, and (d) the Original Principal Amount thereof, which shall equal, in the aggregate, the principal amount of the related Series of Notes; and with such omissions, variations and insertions as are permitted by this AgreementTrust Agreement or any Trust Supplement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed printed, lithographed or engraved thereon as may be required to comply with the rules of any securities exchange on which any Class or Classes of the Certificates of such Certificates Series may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Certificate Trustee or by the officers executing such CertificatesOriginator (with the prior written approval of the Note Issuer), and as evidenced by the Trustee's or respective officers' execution and authentication of the such Certificates. Except as provided in Section 3.053.10, the definitive Certificates of such series each Series or Class shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates of such Series or Class may be listed, all as determined by the officers executing such Certificates, as evidenced by their an order by an Authorized Officer of the Originator, relating to the authentication and execution of such CertificatesCertificates by the Certificate Trustee on behalf of the Trust. Except as otherwise provided in the related Trust Supplement, the The Certificates of each series Series or Class shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denominationMinimum Denominations. The Certificates of such series shall be executed on behalf of the Trust by the Certificate Trustee by manual or facsimile signature of a Responsible Officer of the Certificate Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee Trust shall be valid and binding obligations of validly issued by the TrusteeTrust, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Trust Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto, executed by the Certificate Trustee (or any Authentication Agent) by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with the following filled in: (a) the designation of the Tranches thereof, which shall be the same designation as the related Tranche or Tranches of Bonds of each Bond Issuer, (b) the Certificate number or numbers thereof, (c) the date of authentication thereof, which shall be the same as the Issuance Date of the related Tranche or Tranches of Bonds of each Bond Issuer, and (d) the Original Principal Amount thereof, which shall equal, in the aggregate, the aggregate principal amount of the Bonds of the Bond Issuers; and with such omissions, variations and insertions as are permitted by this AgreementCertificate Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed printed, lithographed or engraved thereon as may be required to comply with the rules of any securities exchange on which such any Tranche or Tranches of the Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Certificate Trustee or by the officers executing such CertificatesCertificate Issuer (with the prior written approval of the Bond Issuers), and as evidenced by the Trustee's or respective officers' execution and authentication of the such Certificates. Except as provided in Section 3.052.12, the definitive Certificates of such series each Tranche shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates of such Tranche may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution an order by an Authorized Representative of the Certificate Issuer, relating to the authentication of such CertificatesCertificates by the Certificate Trustee. Except as otherwise provided in the related Trust Supplement, the The Certificates of each series Tranche shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denominationnot less than Minimum Denominations. The Certificates of such series shall be executed on behalf of the Certificate Issuer by the Delaware Trustee by manual or facsimile signature of a Responsible Officer of the Delaware Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee Certificate Issuer shall be valid and binding obligations of validly issued by the TrusteeCertificate Issuer, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Certificate Indenture, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto, executed by the Certificate Trustee (or any Authentication Agent) by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Each of the Certificates issued in accordance with this Certificate Indenture shall represent valid, fully paid and nonassessable undivided beneficial interests in the Trust Property, entitled to the benefits of this Certificate Indenture.

Form, Denomination and Execution of Certificates. (a) The ------------------------------------------------ Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this AgreementBasic Agreement or the related Trust Supplement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by the Trustee's or respective officers' execution of his signing the Certificates. Except as provided in Section 3.05Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. The definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. . (b) Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 100,000 or integral multiples thereof of $1,000 in excess thereof, except that one Certificate of such each series may be issued in a different denomination. denomination of less than $100,000. (c) The Certificates of such each series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate of any series shall be entitled to any benefit under this Basic Agreement, or be valid for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto executed by the Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates of any series shall be dated on the date of their authentication.

Form, Denomination and Execution of Certificates. The Except to the extent otherwise provided in the applicable Trust Supplement, the Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit Ato the related Trust Supplement, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable laws, rules, regulations, or the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewithwith this Agreement, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's ’s or respective such officers' ’ execution of the Certificates. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

Form, Denomination and Execution of Certificates. The ------------------------------------------------ Certificates of each series shall be issued in fully registered form (except as otherwise specified in the relevant Trust Supplement) without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon typed, printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by the Trustee's or respective officers' execution of his signing the Certificates. Except as provided in Section 3.053.9, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the such Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof thereof, except that one Certificate of such series may be issued in a different denominationdenomination of less than $1,000. The Certificates of such each series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate of any series shall be entitled to any benefit under this Agreement, or be valid for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto executed by or on behalf of the Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates of any series shall be dated on the date of their authentication.

Form, Denomination and Execution of Certificates. The Certificates of each series (a) Each Certificate shall be issued represent a fractional undivided interest in fully registered form without coupons a Trust and shall be substantially in the form attached hereto set forth as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations and insertions as are required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective officers' their execution of the Certificates. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. (b) Except as otherwise provided in Section 3.05the related Trust Supplement, the definitive Certificates of each series shall be issued only in fully registered form without coupons and only in denominations of $1,000 or integral multiples of $1,000 in excess thereof. Each Certificate shall be dated the date of its authentication. (c) Except as otherwise provided in the related Trust Supplement, the Certificates of any series shall be issued initially in the form of a single permanent global Certificate of such series in registered form, substantially in the form set forth as Exhibit A (the "Global Certificate"), duly executed and authenticated by the Trustee as hereinafter provided. The Global Certificate for each series shall be registered in the name of Cede & Co., as nominee for the Depositary, and deposited with the Trustee, as custodian for the Depositary. The aggregate principal amount of the Global Certificate for any series may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. (d) The Definitive Certificates shall be in registered form and shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listedmanner, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this AgreementBasic Agreement or the related Trust Supplement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by the Trustee's or respective officers' execution of the his signing such Certificates. Except as provided in Section 3.053.09, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the such Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denominationdenomination of less than $1,000. The Certificates of such each series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate of any series shall be entitled to any benefit under this Basic Agreement or any Trust Supplement, or be valid for any purposes, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto executed by the Trustee by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates of any series shall be dated the date of their authentication.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit Ato the related Trust Supplement, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's ’s or respective officers' ’ execution of the Certificates. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit Aspecified in the applicable Trust Supplement, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's ’s or respective officers' ’ execution of the Certificates. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Pass Through Trust Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed, typewritten or engraved thereon, as may be required to comply with the rules of any securities exchange on which such the Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Pass Through Trustee or by the officers officer executing such Certificates, as such determination by such officer to be evidenced by the Trustee's his or respective officers' execution her signing of the Certificates. Except as provided in Section 3.053.9, the definitive Certificates of such series (the "Registered Certificates") shall be typed, printed, lithographed lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the The Certificates of each series shall be issued in minimum denominations of $1,000 or any integral multiples thereof multiple of $1,000 in excess thereof, except that one Certificate of such series may be issued in a different denominationdenomination of less than $1,000 (the "De Minimis Certificate"). The Certificates of such series shall be executed on behalf of the Pass Through Trustee by manual or facsimile signature of a Responsible Officer of the Pass Through Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Pass Through Trustee shall be valid and binding obligations of the Pass Through Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Pass Through Trust Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto executed by the Pass Through Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, together with the Guarantee of Union attached thereto in substantially the form attached hereto as Exhibit B, with such omissions, variations and insertions as are permitted by this Pass Through Trust Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed, typewritten or engraved thereon, as may be required to comply with the rules of any securities exchange on which such the Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Pass Through Trustee or by the officers officer executing such Certificates, as such determination by such officer to be evidenced by the Trustee's his or respective officers' execution her signing of the Certificates. Except as provided in Section 3.053.9, the definitive Certificates of such series (the "Registered Certificates") shall be typed, printed, lithographed lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the The Certificates of each series shall be issued in minimum denominations of $1,000 or any integral multiples thereof multiple of $1,000 in excess thereof, except that one Certificate of such series may be issued in a different denominationdenomination of less than $1,000 (the "De Minimis Certificate"). The Certificates of such series shall be executed on behalf of the Pass Through Trustee by manual or facsimile signature of a Responsible Officer of the Pass Through Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Pass Through Trustee shall be valid and binding obligations of the Pass Through Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Pass Through Trust Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto executed by the Pass Through Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Form, Denomination and Execution of Certificates. The Except to the extent otherwise provided in the applicable Trust Supplement, the Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, A with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable laws, rules, regulations, or the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewithwith this Agreement, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective such officers' execution of the Certificates. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with the following filled in: (a) the designation of the Classes thereof, which shall be the same designation as the related Class or Classes of Notes, (b) the Certificate number or numbers thereof, (c) the date of authentication thereof, which shall be the same as the Issuance Date of the related Class or Classes of Notes, and (d) the Original Principal Amount thereof, which shall equal, in the aggregate, the principal amount of the Notes; and with such omissions, variations and insertions as are permitted by this AgreementCertificate Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed printed, lithographed or engraved thereon as may be required to comply with the rules of any securities exchange on which such any Class or Classes of the Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Certificate Trustee or by the officers executing such CertificatesCertificate Issuer (with the prior written approval of the Note Issuer), and as evidenced by the Trustee's or respective officers' execution and authentication of the such Certificates. Except as provided in Section 3.052.12, the definitive Certificates of such series each Class shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates of such Class may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution an order by an Authorized Representative of the Certificate Issuer, relating to the authentication of such CertificatesCertificates by the Certificate Trustee. Except as otherwise provided in the related Trust Supplement, the The Certificates of each series Class shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denominationnot less than Minimum Denominations. The Certificates of such series shall be executed on behalf of the Certificate Issuer by the Delaware Trustee by manual or facsimile signature of a Responsible Officer of the Delaware Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee Certificate Issuer shall be valid and binding obligations of validly issued by the TrusteeCertificate Issuer, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Certificate Indenture, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto, executed by the Certificate Trustee (or any Authentication Agent) by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit AA-1 (in the case of Class A-1, A-2, A-3 or A-5 Certificates) or Exhibit A-2 (in the case of Class A-4 Certificates), with the following filled in: (a) the designation of the Classes thereof, which shall be the same designation as the related Class or Classes of Notes, (b) the Certificate number or numbers thereof, (c) the date of authentication thereof, which shall be the same as the Issuance Date of the related Class or Classes of Notes, and (d) the Original Principal Amount thereof, which shall equal, in the aggregate, the principal amount of the Notes; and with such omissions, variations and insertions as are permitted by this AgreementCertificate Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed printed, lithographed or engraved thereon as may be required to comply with the rules of any securities exchange on which such any Class or Classes of the Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Certificate Trustee or by the officers executing such CertificatesCertificate Issuer (with the prior written approval of the Note Issuer), and as evidenced by the Trustee's or respective officers' execution and authentication of the such Certificates. Except as provided in Section 3.052.12, the definitive Certificates of such series each Class shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates of such Class may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution an order by an Authorized Representative of the Certificate Issuer, relating to the authentication of such CertificatesCertificates by the Certificate Trustee. Except as otherwise provided in the related Trust Supplement, the The Certificates of each series Class shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denominationnot less than Minimum Denominations. The Certificates of such series shall be executed on behalf of the Certificate Issuer by the Delaware Trustee by manual or facsimile signature of a Responsible Officer of the Delaware Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee Certificate Issuer shall be valid and binding obligations of validly issued by the TrusteeCertificate Issuer, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Certificate Indenture, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A-1 or A-2 hereto (as applicable) executed by the Certificate Trustee (or any Authentication Agent) by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Form, Denomination and Execution of Certificates. (a) The Initial Certificates shall be known as the "8.56% INITIAL PASS-THROUGH CERTIFICATES, SERIES B" and the Exchange Certificates shall be known as the "8.56% EXCHANGE PASS-THROUGH CERTIFICATES, SERIES B", in each case, of the Pass-Through Trust. Each Certificate shall represent a fractional undivided interest in the Pass-Through Trust. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Pass-Through Trust Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective officers' execution of the Certificates. any (b) Except as provided in Section 3.053.9, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their such officer's execution of such Certificates. Except as otherwise . (c) During the period beginning on the Closing Date and ending on the date two years from the Closing Date, all Initial Certificates issued on the Closing Date, and all Certificates issued upon registration of transfer of, or in exchange for, such Initial Certificates, shall be "RESTRICTED CERTIFICATES" and shall be subject to the restrictions on transfer provided in the related Trust Supplementlegend set forth on the face of the form of certificate in Exhibit A; PROVIDED, HOWEVER, that the term "RESTRICTED CERTIFICATES" shall not include Certificates as to which such restrictions on transfer have been terminated in accordance with Section 3.4. All Restricted Certificates shall bear the legend set forth on the face of each series the Certificate in Exhibit A. Certificates which are not Restricted Certificates shall not bear such legend. (d) The Initial Certificates shall be issued in minimum denominations of $100,000 or integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different denomination. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof thereof, except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee Pass-Through Trust by manual or facsimile signature of a Responsible Officer of the Pass-Through Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Pass-Through Trustee shall be valid and binding obligations of the Pass-Through Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Pass-Through Trust Agreement, or be valid for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit B hereto executed by the Pass-Through Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated on the date of their authentication. Section 3.2 AUTHENTICATION OF CERTIFICATES. Upon delivery of an authentication order by the Company, the Pass-Through Trustee on the Transfer Date shall cause to be authenticated and delivered Certificates duly authenticated by the Pass-Through Trustee, in authorized denominations equaling in the aggregate the aggregate principal amount of the Lessor Notes purchased on the Transfer Date and evidencing the entire ownership of the Pass-Through Trust.

Form, Denomination and Execution of Certificates. The Except to the extent otherwise specified in the applicable Trust Supplement, the Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable laws, rules, regulations or the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective such officers' execution of the Certificates. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

Form, Denomination and Execution of Certificates. Each ------------------------------------------------ Certificate shall represent a fractional undivided interest in a Trust. The Class A-1 Certificates, the Class A-2 Certificates, the Class B Certificates, the Class C-1 Certificates, the Class C-2 Certificates of each series and the Class D Certificates (if any are issued), shall be issued in fully registered form without coupons and shall be substantially in the form forms attached hereto as Exhibit Aexhibits to the related Trust Supplements, in each case with such appropriate insertions, omissions, substitutions and other variations and insertions as are required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective officers' their execution of the Certificates. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Each Certificate shall be dated the date of its authentication. Except as otherwise provided in the related Trust Supplement, the Certificates of each series class shall be issued in minimum denominations of $1,000 or integral multiples thereof thereof, except that one Certificate of such series class may be issued in a different denomination. The Certificates of such series class shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series class bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its Responsible Officers, and such certificate of authentication shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit EXHIBIT A, with the following filled in: (a) the designation of the Classes thereof, which shall be the same designation as the related Class or Classes of Notes, (b) the Certificate number or numbers thereof, (c) the date of authentication thereof, which shall be the same as the Issuance Date of the related Class or Classes of Notes, and (d) the Original Principal Amount thereof, which shall equal, in the aggregate, the principal amount of the Notes; and with such omissions, variations and insertions as are permitted by this AgreementCertificate Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed printed, lithographed or engraved thereon as may be required to comply with the rules of any securities exchange on which such any Class or Classes of the Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Certificate Trustee or by the officers executing such CertificatesCertificate Issuer (with the prior written approval of the Note Issuer), and as evidenced by the Trustee's or respective officers' execution and authentication of the such Certificates. Except as provided in Section 3.052.12, the definitive Certificates of such series each Class shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates of such Class may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution an order by an Authorized Representative of the Certificate Issuer, relating to the authentication of such CertificatesCertificates by the Certificate Trustee. Except as otherwise provided in the related Trust Supplement, the The Certificates of each series Class shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denominationnot less than Minimum Denominations. The Certificates of such series shall be executed on behalf of the Certificate Issuer by the Delaware Trustee by manual or facsimile signature of a Responsible Officer of the Delaware Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee Certificate Issuer shall be valid and binding obligations of validly issued by the TrusteeCertificate Issuer, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Certificate Indenture, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in EXHIBIT A hereto, executed by the Certificate Trustee (or any Authentication Agent) by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective officers' execution of the Certificates. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. 27 -21- The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of 26 20 any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by his signing the Trustee's or respective officers' execution Certificates. Any portion of the Certificatestext of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. Except as provided in Section 3.053.09, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or and integral multiples thereof thereof, except that one Certificate of such each series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate of any series shall be entitled to any benefit under this Agreement, or be valid for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto executed by the Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates of any series shall be dated on the date of their authentication.

Form, Denomination and Execution of Certificates. (a) The Initial Certificates shall be known as the "8.62% Initial Pass Through Certificates, Series A-2" and the Exchange Certificates shall be known as the "8.62% Exchange Pass Through Certificates, Series A-2", in each case, of each series the Pass Through Trust. Each Certificate will represent fractional undivided interests in the Trust Property, shall be issued in fully registered form only without interest coupons and shall be substantially in the form attached hereto as Exhibit A, with such appropriate omissions, variations variations, substitutions and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of any Clearing Agency, any securities exchange on which such the Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Pass Through Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by the Trustee's his or respective officers' her execution of the Certificates. Except as provided The Certificates shall not be issued in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or bearer form. (b) engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listedmanner, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the . (c) The Initial Certificates of each series shall be issued in fully registered form only without interest coupons in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a denomination of less than $100,000. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof thereof, except that one Certificate of such series may be issued in a different denomination. denomination of less than $1,000. (d) The Certificates of such series shall be executed on behalf of the Trustee Pass Through Trust by manual or facsimile signature of a Responsible Officer of the Pass Through Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Pass Through Trustee shall be valid and binding obligations of the Pass Through Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. (e) Certificates offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Certificates substantially in the form of Exhibit A hereto with such applicable legends as are provided for in Section 3.02 (each a "Restricted Global Certificate") duly executed and authenticated by the Pass Through Trustee as hereinafter provided. Such Restricted Global Certificates shall be in fully registered form and shall be registered in the name of DTC, or its nominee, and deposited with the Pass Through Trustee, at its Corporate Trust Office, as custodian for DTC. The Fractional Undivided Interest of any Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Pass Through Trustee, as custodian for DTC for such Restricted Global Certificate, as provided in Section 3.07 hereof, which adjustments shall be conclusive as to the Fractional Undivided Interest of any such permanent Restricted Global Certificate. (f) Certificates offered and sold outside the United States in reliance on Regulation S shall be issued initially in the form of one or more temporary global Certificates substantially in the form of Exhibit A hereto with such applicable legends as are provided in Section 3.02 hereof (each, a "Regulation S Temporary Global Certificate") duly executed and authenticated by the Pass Through Trustee as hereinafter provided. Such Regulation S Temporary Global Certificates shall be in fully registered form and shall be registered in the name of DTC, or its nominee, and deposited with the Pass Through Trustee, at its Corporate Trust Office, as custodian for DTC, for credit to the respective accounts of beneficial owners of such Certificates (or to such other accounts as they may direct) at Euroclear and/or Clearstream, Luxembourg. The Distribution Compliance Period (as defined below) shall be terminated upon the receipt by the Pass Through Trustee of (i) a written certificate from DTC, together with copies of certificates from Euroclear and Clearstream, Luxembourg, certifying that they have received certification of non-United States beneficial ownership of 100% of the Fractional Undivided Interest of the Regulation S Temporary Global Certificate (except to the extent of any beneficial owners thereof who acquired an interest therein during the Distribution Compliance

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form (except as otherwise specified in the relevant Trust Supplement) without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon typed, printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by the Trustee's or respective officers' execution of his signing the Certificates. Except as provided in Section 3.053.9, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the such Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof thereof, except that one Certificate of such series may be issued in a different denominationdenomination of less than $1,000. The Certificates of such each series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate of any series shall be entitled to any benefit under this Agreement, or be valid for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto executed by or on behalf of the Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates of any series shall be dated on the date of their authentication.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by his signing the Trustee's or respective officers' execution Certificates. Any portion of the Certificatestext of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. Except as provided in Section 3.053.09, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or and integral multiples thereof thereof, except that one Certificate of such each series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate of any series shall be entitled to any benefit under this Agreement, or be valid for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto executed by the Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates of any series shall be dated on the date of their authentication.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, together with the Guarantee of Union attached thereto in substantially the form attached hereto as Exhibit B, with such omissions, variations and insertions as are permitted by this Pass Through Trust Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed, typewritten or engraved thereon, as may be required to comply with the rules of any securities exchange on which such the Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Pass Through Trustee or by the officers officer executing such Certificates, as such determination by such officer to be evidenced by the Trustee's his or respective officers' execution her signing of the Certificates. Except as provided in Section 3.053.9, the definitive Certificates of such series (the "Registered Certificates") shall be typed, printed, lithographed lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the The Certificates of each series shall be issued in minimum denominations of $1,000 or any integral multiples thereof multiple of $1,000 in excess thereof, except that one Certificate of such series may be issued in a different denominationdenomination of less than $1,000 (the "De Minimis Certificate"). The Certificates of such series shall be executed on behalf of the Pass Through Trustee by manual or facsimile signature of a Responsible Officer of the Pass Through Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Pass Through Trustee shall be valid and binding obligations of the Pass Through Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.. No Certificate shall be entitled to any benefit under this Pass Through Trust Agreement, or be valid for any purpose, unless there appears on such

Form, Denomination and Execution of Certificates. Each ------------------------------------------------ Certificate shall represent a fractional undivided interest in a Trust. The Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class B Certificates, the Class C Certificates of each series and the Class D Certificates, shall be issued in fully registered form without coupons and shall be substantially in the form forms attached hereto as Exhibit Aexhibits to the related Trust Supplements, in each case with such appropriate insertions, omissions, substitutions and other variations and insertions as are required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective officers' their execution of the Certificates. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Each Certificate shall be dated the date of its authentication. Except as otherwise provided in the related Trust Supplement, the Certificates of each series class shall be issued in minimum denominations of $1,000 or integral multiples thereof thereof, except that one Certificate of such series class may be issued in a different denomination. The Certificates of such series class shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series class bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. [2001-1 Pass Through Trust Agreement] No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its Responsible Officers, and such certificate of authentication shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit AEXHIBIT A-1 (in the case of Class X-0, X-0, X-0 or A-5 Certificates) or EXHIBIT A-2 (in the case of Class A-4 Certificates), with the following filled in: (a) the designation of the Classes thereof, which shall be the same designation as the related Class or Classes of Notes, (b) the Certificate number or numbers thereof, (c) the date of authentication thereof, which shall be the same as the Issuance Date of the related Class or Classes of Notes, and (d) the Original Principal Amount thereof, which shall equal, in the aggregate, the principal amount of the Notes; and with such omissions, variations and insertions as are permitted by this AgreementCertificate Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed printed, lithographed or engraved thereon as may be required to comply with the rules of any securities exchange on which such any Class or Classes of the Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Certificate Trustee or by the officers executing such CertificatesCertificate Issuer (with the prior written approval of the Note Issuer), and as evidenced by the Trustee's or respective officers' execution and authentication of the such Certificates. Except as provided in Section 3.052.12, the definitive Certificates of such series each Class shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates of such Class may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution an order by an Authorized Representative of the Certificate Issuer, relating to the authentication of such CertificatesCertificates by the Certificate Trustee. Except as otherwise provided in the related Trust Supplement, the The Certificates of each series Class shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denominationnot less than Minimum Denominations. The Certificates of such series shall be executed on behalf of the Certificate Issuer by the Delaware Trustee by manual or facsimile signature of a Responsible Officer of the Delaware Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee Certificate Issuer shall be valid and binding obligations of validly issued by the TrusteeCertificate Issuer, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Certificate Indenture, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in EXHIBIT A-1 OR A-2 hereto (as applicable) executed by the Certificate Trustee (or any Authentication Agent) by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Form, Denomination and Execution of Certificates. (a) The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this AgreementBasic Agreement or the related Trust Supplement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by the Trustee's or respective officers' execution of the his signing such Certificates. . (b) Except as provided in Section 3.053.09, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the such Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. . (c) Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. denomination of less than $1,000. (d) The Certificates of such each series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate of any series shall be entitled to any benefit under this Basic Agreement or any Trust Supplement, or be valid for any purposes, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto executed by the Trustee by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates of any series shall be dated the date of their authentication.

Form, Denomination and Execution of Certificates. Each Certificate shall represent a fractional undivided interest in a Trust. The Class A-1 Certificates, the Class A-2 Certificates, the Class B Certificates, the Class C Certificates of each series and the Class D Certificates (if any [(2000-2) PASS THROUGH TRUST AGREEMENT] are issued), shall be issued in fully registered form without coupons and shall be substantially in the form forms attached hereto as Exhibit Aexhibits to the related Trust Supplements, in each case with such appropriate insertions, omissions, substitutions and other variations and insertions as are required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective officers' their execution of the Certificates. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Each Certificate shall be dated the date of its authentication. Except as otherwise provided in the related Trust Supplement, the Certificates of each series class shall be issued in minimum denominations of $1,000 or integral multiples thereof thereof, except that one Certificate of such series class may be issued in a different denomination. The Certificates of such series class shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series class bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its Responsible Officers, and such certificate of authentication shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.

Form, Denomination and Execution of Certificates. (a) The Initial Certificates shall be known as the "8.625% Pass ----------- Through Certificates, Series A" and the Exchange Certificates shall be known as ------------------------------ the "8.625% Exchange Pass Through Certificates, Series A," in each case, of the --------------------------------------------------- Pass Through Trust. Each Certificate shall represent a fractional undivided interest in PASS THROUGH TRUST AGREEMENT A ------------------------------ the Pass Through Trust. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Pass Through Trust Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Pass Through Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by the Trustee's or respective officers' execution of such officer signing the Certificates. . (b) Except as provided in Section 3.053.9, the definitive Certificates of such series shall ----------- be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their such officer's execution of such Certificates. Except as otherwise . (c) During the period beginning on the Issuance Date and ending on the expiration of the applicable holding period in Rule 144(k) of the Securities Act, all Initial Certificates issued on the Issuance Date, and all Certificates issued upon registration of transfer of, or in exchange for, such Initial Certificates, shall be "Restricted Certificates" and shall be subject to the ----------------------- restrictions on transfer provided in the related Trust Supplementlegend set forth on the face of the form of certificate in Exhibit A; provided, however, that the term "Restricted -------- ------- ---------- Certificate" shall not include Certificates as to which such restrictions on ----------- transfer have been terminated in accordance with Section 3.4. All Restricted ----------- Certificates shall bear the legend set forth on the face of each series the certificate in Exhibit A. Certificates which are not Restricted Certificates shall not bear such legend. (d) The Initial Certificates shall be issued in minimum denominations of $100,000 or integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different denomination. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof thereof, except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee Pass Through Trust by manual or facsimile signature of a Responsible Officer of the Pass Through Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Pass Through Trustee shall be valid and binding obligations of the Pass Through Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Pass Through Trust Agreement, or be valid for any purpose unless there appears on such Certificate a PASS THROUGH TRUST AGREEMENT A ------------------------------ certificate of authentication substantially in the form set forth in Exhibit B hereto executed by the Pass Through Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated on the date of their authentication.

Form, Denomination and Execution of Certificates. The Certificates of each series (a) Each Certificate shall be issued represent a fractional undivided interest in fully registered form without coupons a Trust and shall be substantially in the form attached hereto set forth as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations and insertions as are required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective officers' their execution of the Certificates. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. (b) Except as otherwise provided in Section 3.05the related Trust Supplement, the Initial Certificates of each class shall be issued only in fully registered form without coupons and only in denominations of $100,000 or integral multiples of $1,000 in excess thereof. Except as otherwise provided in the related Trust Supplement, the Exchange Certificates of each class shall be issued in denominations of $100,000 or integral multiples of $1,000 in excess thereof. Each Certificate shall be dated the date of its authentication. (c) Initial Certificates of any class offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Certificate of such class in registered form, substantially in the form set forth as Exhibit A (the "U.S. Global Certificate"), duly executed and authenticated by the Trustee as hereinafter provided. The U.S. Global Certificate for each class shall be registered in the name of Cede & Co., as nominee for the Depositary, and deposited with the Trustee, as custodian for the Depositary. The aggregate principal amount of the U.S. Global Certificate for any class may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. (d) Initial Certificates of any class offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single, temporary global Certificate of such class in registered form, substantially in the form set forth as Exhibit A (the "Temporary Offshore Global Certificate") duly executed and authenticated by the Trustee as hereinafter provided. The Temporary Offshore Global Certificate for each class shall be registered in the name of a nominee of the Depositary for credit to the account of the Agent Members acting as depositaries for Euroclear and Cedel and deposited with the Trustee as custodian for the Depositary. At any time following February 1, 1998 (the "Offshore Certificates Exchange Date"), upon receipt by the Trustee of a certificate substantially in the form of Exhibit B, a single permanent global Certificate of the related class in registered form, substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Certificate," and together with the Temporary Offshore Global Certificate of such class, the "Offshore Global Certificates"), duly executed and authenticated by the Trustee as hereinafter provided, shall be registered in the name of a nominee for the Depositary and deposited with the Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of the Temporary Offshore Global Certificate of such class in an amount equal to the principal amount of the beneficial interest in such Temporary Offshore Global Certificate transferred. The U.S. Global Certificate and the Offshore Global Certificates are sometimes referred to as the "Global Certificates." (e) Initial Certificates of any class offered and sold to Institutional Accredited Investors shall be issued in the form of permanent certificated Certificates of the same class in registered form, in substantially the form set forth as Exhibit A (the "U.S. Physical Certificates"). Certificates issued pursuant to Section 3.05(b) in exchange for interests in any Offshore Global Certificate of any class shall be in the form of permanent certificated Certificates of the same class in registered form, substantially in the form set forth in Exhibit A (the "Offshore Physical Certificates"). The Offshore Physical Certificates and U.S. Physical Certificates are sometimes collectively herein referred to as the "Physical Certificates." (f) The definitive Certificates of such series shall be in registered form and shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listedmanner, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Pass Through Trust Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Pass Through Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by the Trustee's or respective officers' execution of his signing the Certificates. Except as provided in Section 3.053.9, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. Except as otherwise During the period beginning on the Closing Date and ending on the date two years from the Closing Date, all Certificates issued on the Closing Date, and all Certificates issued upon registration of transfer of, or in exchange for, such Certificates, shall be "Restricted Certificates" and shall be subject to the restrictions on transfer provided in the related Trust Supplementlegend set forth on the face of the form of certificate in Exhibit A; provided, however, that the term "Restricted Certificates" shall not include Certificates as to which such restrictions on transfer have been terminated in accordance with Section 3.4. All Restricted Certificates shall bear the legend set forth on the face of each series the Certificate in Exhibit A. Certificates which are not Restricted Certificates shall not bear such legend. The Certificates shall be issued in minimum denominations of $1,000 100,000 or integral multiples thereof except that one Certificate of such series may be issued $1,000 in a different denominationexcess thereof. The Certificates of such series shall be executed on behalf of the Trustee Pass Through Trust by manual or facsimile signature of a Responsible Officer of the Pass Through Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Pass Through Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.binding

Form, Denomination and Execution of Certificates. (a) The Initial Certificates shall be known as the "8.30% INITIAL PASS-THROUGH CERTIFICATES, SERIES A" and the Exchange Certificates shall be known as the "8.30% EXCHANGE PASS-THROUGH CERTIFICATES, SERIES A", in each case, of the Pass-Through Trust. Each Certificate shall represent a fractional undivided interest in the Pass-Through Trust. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Pass-Through Trust Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective officers' execution of the Certificates. any (b) Except as provided in Section 3.053.9, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their such officer's execution of such Certificates. Except as otherwise . (c) During the period beginning on the Closing Date and ending on the date two years from the Closing Date, all Initial Certificates issued on the Closing Date, and all Certificates issued upon registration of transfer of, or in exchange for, such Initial Certificates, shall be "RESTRICTED CERTIFICATES" and shall be subject to the restrictions on transfer provided in the related Trust Supplementlegend set forth on the face of the form of certificate in Exhibit A; PROVIDED, HOWEVER, that the term "RESTRICTED CERTIFICATES" shall not include Certificates as to which such restrictions on transfer have been terminated in accordance with Section 3.4. All Restricted Certificates shall bear the legend set forth on the face of each series the Certificate in Exhibit A. Certificates which are not Restricted Certificates shall not bear such legend. (d) The Initial Certificates shall be issued in minimum denominations of $100,000 or integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different denomination. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof thereof, except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee Pass-Through Trust by manual or facsimile signature of a Responsible Officer of the Pass-Through Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Pass-Through Trustee shall be valid and binding obligations of the Pass-Through Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Pass-Through Trust Agreement, or be valid for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit B hereto executed by the Pass-Through Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated on the date of their authentication. Section 3.2 AUTHENTICATION OF CERTIFICATES. Upon delivery of an authentication order by the Company, the Pass-Through Trustee on the Transfer Date shall cause to be authenticated and delivered Certificates duly authenticated by the Pass-Through Trustee, in authorized denominations equaling in the aggregate the aggregate principal amount of the Lessor Notes purchased on the Transfer Date and evidencing the entire ownership of the Pass-Through Trust.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by his signing the Trustee's or respective officers' execution Certificates. Any portion of the Certificatestext of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. Except as provided in Section 3.053.09, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or and integral multiples thereof thereof, except that one Certificate of such each series may be issued in a different denomination. 27 21 The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate of any series shall be entitled to any benefit under this Agreement, or be valid for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto executed by the Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates of any series shall be dated on the date of their authentication.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit AA or Exhibit B, as appropriate, with such omissions, variations and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewithwith this Agreement, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective officers' execution of the Certificates. Except as provided in Section 3.05, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates.

Form, Denomination and Execution of Certificates. The ------------------------------------------------ Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached of Exhibit B hereto. The Certificates may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company shall approve the form of the Certificates and any notation, legend or endorsement on them and shall furnish the same to the Pass Through Trustee, which shall be in form and substance satisfactory to the Pass Through Trustee. The terms and provisions contained in the Certificates, annexed hereto as Exhibit AB, with such omissions, variations and insertions as are permitted by this Agreementshall constitute, and may have such lettersare hereby expressly made, numbers or other marks a part of identification and such legends or endorsements placed thereon as may be required this Trust Agreement and, to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or respective officers' execution of the Certificates. Except as provided in Section 3.05extent applicable, the definitive Certificates of such series shall be typedCompany and the Pass Through Trustee, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution and delivery of this Trust Agreement, expressly agree to such Certificatesterms and provisions and to be bound thereby. Except as otherwise provided Certificates offered and sold in reliance on Rule 144A under the Securities Act shall be issued initially in the related Trust Supplementform of one or more permanent global Certificates in registered form, substantially in the form set forth in Exhibit B (a "U.S. Global Certificate"), deposited with the Registrar, as custodian for DTC, or its nominee, duly executed and authenticated by the Pass Through Trustee as hereinafter provided and shall bear the legends set forth in Exhibits C-1 (the "Restricted Securities Legend") and C-2. The aggregate principal amount of a U.S. Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Registrar, as custodian for DTC, or its nominee, as hereinafter provided. Certificates of each series offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued in the form of one or more permanent global Certificates in registered form in substantially the form set forth in Exhibit B (an "Offshore Global Certificate"), deposited with the Registrar, as custodian for DTC, or its nominee, for the operator of Euroclear and Cedel for credit to the respective accounts of the beneficial owners of the Offshore Global Certificate, duly executed and authenticated by the Pass Through Trustee as hereinafter provided and shall bear the legends set forth in Exhibits C-1 and C-2. The aggregate principal amount of an Offshore Global Certificate may from time to time be increased or decreased by adjustments made on the record of the Registrar as custodian for DTC, or its nominee, as hereinafter provided. The U.S. Global Certificate and Offshore Global Certificate are sometimes collectively herein referred to as the "Global Certificates." Certificates offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued in the form of permanent certificated Certificates in registered form, in substantially the form set forth in Exhibit B (the "Physical Certificates") duly executed and authenticated by the Pass Through Trustee as hereinafter provided and shall, if issued prior to the Exchange Offer, bear the legend set forth in Exhibit C-1. The Certificates shall be initially issued in minimum denominations of $1,000 250,000, or integral multiples thereof except that one Certificate of such series may be issued $1,000 in a different denominationexcess thereof. The Certificates of such series shall be executed on behalf of the Trustee Trust by manual or facsimile signature of a Responsible Officer of the Pass Through Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Pass Through Trustee shall be valid and binding obligations of the Pass Through Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Trust Agreement, or be valid for any purposes, unless there appears on such Certificate a certificate of authentication substantially in the form set forth on Exhibit B hereto.

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with such omissions, substitutions, variations and insertions as are permitted by this Pass Through Trust Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Pass Through Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by the Trusteesaid officer's or respective officers' execution of signing the Certificates. Except as provided in Section 3.053.9, the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listed, all as determined by the officers officer executing such Certificates, as evidenced by their said officer's execution of such Certificates. Except as otherwise During the period beginning on the Closing Date and ending on the date two years from the Closing Date, all Certificates issued on the Closing Date, and all Certificates issued upon registration of transfer of, or in exchange for, such Certificates, shall be "Restricted Certificates" and shall be ----------------------- subject to the restrictions on transfer provided in the related Trust Supplementlegend set forth on the face of the form of certificate in Exhibit A; provided, however, that the term "Restricted Certificates" shall not include Certificates as to which such restrictions on transfer have been terminated in accordance with Section 3.4. All Restricted Certificates shall bear the legend set forth on the face of each series the Certificate in Exhibit A. Certificates that are not Restricted Certificates shall not bear such legend. The Certificates shall be issued in minimum denominations of $1,000 100,000 or integral multiples thereof except that one Certificate of such series may be issued $1,000 in a different denominationexcess thereof. The Certificates of such series shall be executed on behalf of the Trustee Pass Through Trust by manual or facsimile signature of a Responsible Officer of the Pass Through Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Pass Through Trustee shall be valid and binding obligations of the TrusteePass Through Trust, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Pass Through Trust Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit B hereto executed by the Pass Through Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Form, Denomination and Execution of Certificates. (a) The Initial Certificates shall be known as the "7.82% Initial Pass Through Certificates, Series A-1" and the Exchange Certificates shall be known as the "7.82% Exchange Pass Through Certificates, Series A-1", in each case, of each series the Pass Through Trust. Each Certificate will represent fractional undivided interests in the Trust Property, shall be issued in fully registered form only without interest coupons and shall be substantially in the form attached hereto as Exhibit A, with such appropriate omissions, variations variations, substitutions and insertions as are permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon printed, lithographed or engraved thereon, as may be required to comply with the rules of any Clearing Agency, any securities exchange on which such the Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Pass Through Trustee or by the officers officer executing such Certificates, as such determination by said officer to be evidenced by the Trustee's his or respective officers' her execution of the Certificates. Except as provided The Certificates shall not be issued in Section 3.05, the definitive bearer form. (b) The Definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates may be listedmanner, all as determined by the officers officer executing such Certificates, as evidenced by their his execution of such Certificates. Except as otherwise provided in the related Trust Supplement, the . (c) The Initial Certificates of each series shall be issued in fully registered form only without interest coupons in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a denomination of less than $100,000. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof thereof, except that one Certificate of such series may be issued in a different denomination. denomination of less than $1,000. (d) The Certificates of such series shall be executed on behalf of the Trustee Pass Through Trust by manual or facsimile signature of a Responsible Officer of the Pass Through Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Pass Through Trustee shall be valid and binding obligations of the Pass Through Trustee, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. (e) Certificates offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Certificates substantially in the form of Exhibit A hereto with such applicable legends as are provided for in Section 3.02 (each a "Restricted Global Certificate") duly executed and authenticated by the Pass Through Trustee as hereinafter provided. Such Restricted Global Certificates shall be in fully registered form and shall be registered in the name of DTC, or its nominee, and deposited with the Pass Through Trustee, at its Corporate Trust Office, as custodian for DTC. The Fractional Undivided Interest of any Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Pass Through Trustee, as custodian for DTC for such Restricted Global Certificate, as provided in Section 3.07 hereof, which adjustments shall be conclusive as to the Fractional Undivided Interest of any such permanent Restricted Global Certificate. (f) Certificates offered and sold outside the United States in reliance on Regulation S shall be issued initially in the form of one or more temporary global Certificates substantially in the form of Exhibit A hereto with such applicable legends as are provided in Section 3.02 hereof (each, a "Regulation S Temporary Global Certificate") duly executed and authenticated by the Pass Through Trustee as hereinafter provided. Such Regulation S Temporary Global Certificates shall be in fully registered form and shall be registered in the name of DTC, or its nominee, and deposited with the Pass Through Trustee, at its Corporate Trust Office, as custodian for DTC, for credit to the respective accounts of beneficial owners of such Certificates (or to such other accounts as they may direct) at Euroclear and/or Clearstream, Luxembourg. The Distribution Compliance Period (as defined below) shall be terminated upon the receipt by the Pass Through Trustee of (i) a written certificate from DTC, together with copies of certificates from Euroclear and Clearstream, Luxembourg, certifying that they have received certification of non-United States beneficial ownership of 100% of the Fractional Undivided Interest of the Regulation S Temporary Global Certificate (except to the extent of any

Form, Denomination and Execution of Certificates. The Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with the following filled in: (a) the designation of the Classes thereof, which shall be the same designation as the related Class or Classes of Notes, (b) the Certificate number or numbers thereof, (c) the date of authentication thereof, which shall be the same as the Issuance Date of the related Class or Classes of Notes, and (d) the Original Principal Amount thereof, which shall equal, in the aggregate, the principal amount of the Notes; and with such omissions, variations and insertions as are permitted by this AgreementCertificate Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed printed, lithographed or engraved thereon as may be required to comply with the rules of any securities exchange on which such any Class or Classes of the Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined prescribed by the Certificate Trustee or by the officers executing such CertificatesCertificate Issuer (with the prior written approval of the Note Issuer), and as evidenced by the Trustee's or respective officers' execution and authentication of the such Certificates. Except as provided in Section 3.052.12, the definitive Certificates of such series each Class shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates of such Class may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution an order by an Authorized 20 Representative of the Certificate Issuer, relating to the authentication of such CertificatesCertificates by the Certificate Trustee. Except as otherwise provided in the related Trust Supplement, the The Certificates of each series Class shall be issued in minimum denominations of $1,000 or integral multiples thereof except that one Certificate of such series may be issued in a different denominationnot less than Minimum Denominations. The Certificates of such series shall be executed on behalf of the Certificate Issuer by the Delaware Trustee by manual or facsimile signature of a Responsible Officer of the Delaware Trustee. Certificates of any series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee Certificate Issuer shall be valid and binding obligations of validly issued by the TrusteeCertificate Issuer, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Certificate Indenture, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto, executed by the Certificate Trustee (or any Authentication Agent) by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.