Common use of Global Securities Clause in Contracts

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Global Security or Securities or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) shall bear a legend substantially to the following effect: "UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If the Supplement provides Company establishes pursuant to Section 301 hereof that the Securities of a Series (or Class within such Series) particular series are to be issued in the form of Certificates shall be held by the Depository in book-entry forma Global Security, then the Depositor Company shall execute and, upon receipt of a Depositor Order, and the Trustee shall shall, in accordance with Section 303 hereof, authenticate and deliver one deliver, a Global Security or more Global Securities that which (i) shall represent represent, and shall be denominated in an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, amount equal to the aggregate initial Certificate Principal Balance or Notional Amountprincipal amount of, as applicable, all of the Certificates Outstanding Securities of such Series or Class to be represented by such one or more Global Securitiesseries, (ii) shall be registered in the name of the Depository for such Global Security Depositary or Securities or the nominee of such Depositoryits nominee, (iii) shall be delivered by the Trustee to such Depository the Depositary or pursuant to such Depositorythe Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY FOR REGISTRATION OF TRANSFERThis Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, EXCHANGE OR PAYMENTand no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Global Security is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY exchange or payment, and any definitive Security is issued in the name of [Cede & Co.] or in such other name as is requested by an authorized representative of the Depositary (AND ANY PAYMENT IS MADE TO A NOMINEE OF THE DEPOSITORYand any payment is made to [Cede & Co.] or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBYin as much as the registered owner hereof, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY[Cede & Co.], has an interest herein." (b) No Holder " Notwithstanding the provisions of Section 305 hereof, the Global Security of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest series may be transferred, in such Certificate or Certificates, except as whole but not in part and in the manner provided in Section 5.10. Unless and until Definitive Certificates have been issued 305 hereof, only to Holders another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such Series or Class pursuant to Section 5.10: successor Depositary. If (i) at any time the provisions Depositary for a series of this Section 5.08 Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in full force good standing under the Exchange Act, or other applicable statute or regulation and effect; a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be or (ii) there shall have occurred and be continuing after any applicable grace periods an Event of Default with respect to the Certificate Registrar Securities for a series, then in each such case, this Section 311 shall no longer be applicable to the Securities of such series and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal ofCompany will execute, and premiumsubject to Section 305 hereof, if anythe Trustee will authenticate and deliver Securities of such series in definitive registered form without coupons, in authorized denominations, and interest on in an aggregate principal amount equal to the Certificates and the giving of instructions or directions hereunder) as the sole Holder principal amount of the Certificates Global Securities of such Series or Classseries in exchange for such Global Securities. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by Global Securities and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions 311 shall no longer apply to the Securities of this Trust Agreementsuch series. In such event the Company will execute and subject to Section 305 hereof, the provisions Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Securities of such series in exchange for such Global Securities. Upon the exchange of the Global Securities for such Securities in definitive registered form without coupons, in authorized denominations, the Global Securities shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Securities pursuant to this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class 311, shall be exercised only through registered in such names and in such authorized denominations as the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or ClassDepositary, the Depository shall be deemed to represent such percentage only pursuant to the extent that it has received instructions to such effect from Beneficial Owners of such Series its direct or Class indirect participants or Participants in such Depository's system owning or representingotherwise, respectively, such required percentage of shall instruct the beneficial interest in the Certificates of such Series or Class and has delivered such instructions Trustee. The Trustee shall deliver Securities to the TrusteeDepositary for delivery to the persons in whose names such Securities are so registered. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 3.1, then, notwithstanding clause (9) of Section 3.1 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 3.2, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 3.3, 3.4 and 3.5, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 1.3 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 3.3 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 1.3 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves as such DepositorySecurities represented thereby, be a Clearing Agency registered under together with the Exchange Act and any other applicable statute or regulationwritten statement contemplated by the last sentence of Section 3.3.

Global Securities. (a) If the Supplement provides that Securities of a Series (series are issuable in whole or Class within such Series) of Certificates shall be held by the Depository in book-entry part in global form, then the Depositor shall execute andas specified as contemplated by Section 3.1, upon receipt of a Depositor Orderthen, the Trustee shall authenticate notwithstanding Section 3.1 and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional AmountSection 3.2, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Global Security or shall represent such of the Outstanding Securities or the nominee of such Depository, (iii) that series as shall be specified in such Global Security and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased to reflect exchanges or partial redemptions or increased to reflect the issuance of additional uncertificated Securities of that series. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities of a series represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered by to the Trustee to such Depository or pursuant to such Depository's instruction Section 3.3. Unless otherwise specified as contemplated by Section 3.1 for the Securities evidenced thereby, every Global Security authenticated and (iv) delivered hereunder shall bear a legend in substantially to the following effectform: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. UNLESS THIS GLOBAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE [OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),] TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE [CEDE & CO.] OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE [OF THE DEPOSITORY DTC] (AND ANY PAYMENT IS TO BE MADE TO A NOMINEE [CEDE & CO.] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE [OF THE DEPOSITORYDTC]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, [CEDE & CO.], HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates Each Global Security shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Global Security DTC or Securities or the nominee of such Depositoryits nominee, (iiiii) shall be delivered by the Trustee to such Depository DTC or pursuant to such Depository's DTC’s instruction and (iviii) shall bear a legend substantially to the following effect: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE DEFINITIVE SECURITY ISSUED IS REGISTERED IN THE NAME OF A NOMINEE CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DTC (AND ANY PAYMENT IS MADE TO A NOMINEE CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORYDTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b) No Members of, or participants in, DTC, Euroclear or Clearstream shall have no rights under the Indenture with respect to any Global Security held on their behalf by DTC or its nominee, or under a Global Security, and DTC may be treated by the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee as the absolute owner of each Global Security for all purposes whatsoever under the Indenture. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its participants, the operation of customary practices governing the exercise of the rights of a Holder of any Security. (c) Interests of beneficial owners in Global Securities may only be transferred or exchanged for Certificated Securities in accordance with the rules and procedures of DTC and the provisions of the Indenture, including this Appendix A. In addition, certificated Securities shall be transferred to all beneficial owners, in exchange for their beneficial interests in Global Securities in accordance with Section 2.1(f) of this Appendix A. (d) Transfers between participants in DTC shall be effected in accordance with DTC’s procedures, and shall be settled in same-day funds. Transfers between participants in Euroclear and Clearstream shall be effected in the ordinary way in accordance with their respective rules and operating procedures. (e) DTC has advised the Company that it will take any action permitted to be taken by a Certificate Holder (including the presentation of Securities for exchange) only at the direction of one or more participants to whose account the interest in a Global Security is credited and only in respect of such Series portion of the Securities as to which such participant or Class will receive participants has or have given such direction. However, if there is an Event of Default under the Securities, DTC may exchange the applicable Global Securities for Certificated Securities which it shall distribute to its participants and which may bear the Restricted Securities Legend. (f) Subject to compliance with the transfer restrictions applicable to the Global Securities, cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, shall be effected through DTC in accordance with DTC’s rules on behalf of each of Euroclear or Clearstream by its common depositary; however, such cross-market transactions shall require delivery of instructions to Euroclear or Clearstream by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels, Belgium time) of such system. Euroclear or Clearstream shall, if the transaction meets its settlement requirements, deliver instructions to its common depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the Global Securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the common depositaries for Euroclear or Clearstream. (g) In connection with any transfer or exchange of a Definitive Certificate representing such Holder's portion of the beneficial interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued any Global Security to Holders of such Series or Class beneficial owners pursuant to Section 5.10: (i2.1(f) the provisions of this Section 5.08 Appendix A the Registrar shall (if one or more Certificated Securities are to be issued) reflect on its books and records the date and a decrease in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder amount of the Certificates of such Series or Class, and shall have no obligation Global Security in an amount equal to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage principal amount of the beneficial interest in the Certificates Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more certificated Securities of such Series or Class like tenor and has delivered such instructions to the Trusteeprincipal amount of authorized denominations. (ch) Each Depository Any beneficial interest in one of the Global Securities that is transferred to a Person who takes delivery in the form of an interest in the other corresponding Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in the other corresponding Global Security and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interest in such other Global Security for as long as it remains such an interest. (i) In connection with the transfer of Global Securities as an entirety to beneficial owners pursuant to Section 2.1(f) of this Appendix A, such Global Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount at maturity of Certificated Securities of authorized denominations. (j) Any Certificated Security constituting a Restricted Security delivered in exchange for an interest in a Global Security mustpursuant to this Section 2.2 shall bear a Restricted Securities Legend. (k) The registered Holder of any Global Security may grant proxies and otherwise authorize any Person, at the time of its designation including participants in DTC and at all times while it serves as such Depository, be Persons that may hold interests through participants in DTC to take any action which a Clearing Agency registered Holder is entitled to take under the Exchange Act and any other applicable statute Indenture or regulationthe Securities.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves as such DepositorySecurities represented thereby, be a Clearing Agency registered under together with the Exchange Act and any other applicable statute or regulationwritten statement contemplated by the last sentence of Section 303.

Global Securities. (a) If the Supplement provides that Securities of a Series (series are issuable in whole or Class within such Series) of Certificates shall be held by the Depository in book-entry part in global form, then the Depositor shall execute andas contemplated by Section 3.1, upon receipt of a Depositor Orderthen, the Trustee shall authenticate notwithstanding Section 3.1 and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional AmountSection 3.2, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Global Security or shall represent such of the Outstanding Securities or the nominee of such Depository, (iii) that series as shall be specified in such Global Security and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased to reflect exchanges or partial redemptions or increased to reflect the issuance of additional uncertificated Securities of that series. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities of a series represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered by to the Trustee to such Depository or pursuant to such Depository's instruction Section 3.3. Unless otherwise specified as contemplated by Section 3.1 for the Securities evidenced thereby, every Global Security authenticated and (iv) delivered hereunder shall bear a legend in substantially to the following effectform: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. UNLESS THIS GLOBAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE [OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),] TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE [CEDE & CO.] OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE [OF THE DEPOSITORY DTC] (AND ANY PAYMENT IS TO BE MADE TO A NOMINEE [CEDE & CO.] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE [OF THE DEPOSITORYDTC]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, [CEDE & CO.], HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: 3.1, then, notwithstanding clause (i) of Section 3.1 and the provisions of this Section 5.08 3.2, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Section 3.3, Section 3.4 and Section 3.5, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 1.3 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 3.3 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 1.3 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves as such DepositorySecurities represented thereby, be a Clearing Agency registered under together with the Exchange Act and any other applicable statute or regulationwritten statement contemplated by the last sentence of Section 3.3.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 3.01, then, notwithstanding Clause (9) of Section 3.01 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 3.02, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Section 3.03, Section 3.04 and Section 3.05, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 1.02 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 3.03 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves as such DepositorySecurities represented thereby, be a Clearing Agency registered under together with the Exchange Act and any other applicable statute or regulationwritten statement contemplated by the last sentence of Section 3.03.

Global Securities. Non-Global Securities; Common Securities Certificate. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Each Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) authenticated under this Trust Agreement shall be registered in the name of the Depository Clearing Agency designated by the Sponsor for such Global Security Certificate or Securities or the a nominee of such Depository, (iii) shall be thereof and delivered by the Trustee to such Depository Clearing Agency or pursuant to a nominee thereof or custodian therefor, and each such Depository's instruction and (iv) Global Certificate shall bear constitute a legend substantially to the following effect: "UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository Preferred Security for all purposes of this Trust Agreement Agreement. (including b) If a Global Certificate is to be exchanged for Definitive Preferred Securities Certificates or canceled in whole, it shall be surrendered by or on behalf of the distribution Clearing Agency, its nominee or custodian to the Property Trustee, as Securities Registrar, for exchange or cancellation as provided in this Article 5. If any Global Certificate is to be exchanged for Definitive Preferred Securities Certificates or cancelled in part, or if another Preferred Security is to be exchanged in whole or in part for a beneficial interest in any Global Certificate, in each case, as provided in Section 5.4, then either (i) such Global Certificate shall be so surrendered for exchange or cancellation as provided in this Article 5 or (ii) the Liquidation Amount thereof (or number of principal Preferred Securities represented thereby) shall be reduced or increased by an amount equal to the portion, thereof to be so exchanged or cancelled, or equal to the Liquidation Amount of (or number of securities represented by) such Definitive Preferred Security Certificates to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Property Trustee, as Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Certificate, a Regular Trustee shall execute on behalf of the Trust by manual or facsimile signature, and the Property Trustee shall, subject to Section 5.4 and as otherwise provided in this Article 5, authenticate and deliver any Preferred Securities issuable in exchange for such Global Certificate (or any portion thereof) to or upon the written order of, and premiumregistered in such names as may be directed by, if any, and interest on the Certificates and Clearing Agency or its authorized representative. Upon the giving of instructions or directions hereunder) as the sole Holder request of the Certificates Property Trustee in connection with the occurrence of such Series or Classany of the events specified in this paragraph, and the Sponsor shall have no obligation promptly make available to the Beneficial Owners Property Trustee a reasonable supply of interests Preferred Securities that are not in such Series or Class; (iii) to the extent that the provisions form of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class Global Certificates. The Property Trustee shall be exercised only through entitled to conclusively rely upon any order, direction or request of the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Clearing Agency or its Participants; and (v) whenever authorized representative which is given or made pursuant to this Trust Agreement requires Article 5 if such order, direction or permits actions to be taken based upon instructions request is given or directions of Holders of a specified percentage of made in accordance with the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the TrusteeApplicable Procedures. (c) Each Depository Every Preferred Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Certificate or any portion thereof, whether pursuant to this Article 5 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Certificate, unless such Preferred Security must, at is registered in the time name of its designation and at all times while it serves as such Depository, be a Person other than the Clearing Agency for such Global Certificate or a nominee thereof. (d) The Clearing Agency or its nominee, as registered owner of a Global Certificate, shall be the Holder of such Global Certificate for all purposes under this Trust Agreement and the Exchange Act Preferred Securities, and owners of beneficial interests in a Global Certificate shall hold such interests pursuant to the Applicable Procedures. Accordingly, any other applicable statute such Owner's beneficial interest in a Global Certificate will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Clearing Agency or regulationits nominee or its participants and such owners of beneficial interests in a Global Certificate will not be considered the owners or Holders of such Global Certificate for any purpose of this Trust Agreement or the Preferred Securities. (e) A single Common Securities Certificate representing the Common Securities shall initially be issued to the Sponsor in the form of a definitive Common Securities Certificate.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Wilmington Trust, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.National Association By:

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates Securities issued in global form shall be held substantially in the form of Exhibit A attached hereto (including the Global Security Legend thereon and the “Schedule of Exchanges of Interests in the Global Security” attached thereto). Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security Legend thereon and without the “Schedule of Exchanges of Interests in the Global Security” attached thereto). Each Global Security shall represent such amount of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Depository Trustee, in book-entry form, then accordance with instructions given by the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, Holder thereof as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented required by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Section 2.6 hereof. Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF DEPOSITARY (AS DEFINED IN THE DEPOSITORY (AND ANY PAYMENT IS MADE TO INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBYSECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY DEPOSITARY TO A NOMINEE OF THE DEPOSITORY DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITORY DEPOSITARY TO THE DEPOSITORY DEPOSITARY OR TO ANOTHER NOMINEE OF THE DEPOSITORY DEPOSITARY, OR BY THE DEPOSITORY DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORYDEPOSITARY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIM- 36 28 ITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a series are issuable in whole or in part in the form of one or more Global Securities, as specified in or as contemplated by Section 301, then, notwithstanding Clause (9) of Section 301 and the provisions of Section 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel). The provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, as the case may be, in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate of Authentication. The Trustee's certificates of authentication shall be in substantially the following form: 37 29 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, AS TRUSTEE By: ---------------------------------- Authorized Officer ARTICLE THREE THE SECURITIES SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officer's Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such Series interest; (4) the date or Class will receive dates on which the principal of the Securities of the series is payable or the method of determination thereof; (5) the rate or rates at which the Securities of the series shall bear interest, if any, or the method of determination thereof, the date or dates 38 30 from which such interest shall accrue, or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date; (6) the place or places where, subject to the provisions of Section 1002, the principal of and any premium and interest on Securities of the series shall be payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices, and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served; (7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company; (8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a Definitive Certificate representing specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such Holder's obligation; (9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; (10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of "Outstanding" in Section 101; (11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined; (12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon 39 31 declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method of determination thereof; (14) if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such Certificate case, the Depositary or CertificatesDepositaries for such Global Security or Global Securities and any circumstances other than those set forth in Section 305 in which any such Global Security may be transferred to, except and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered; (15) any deletions from, modifications of or additions to the Events of Default set forth in Section 501 or the covenants of the Company set forth in Article Ten pertaining to the Securities of the series; (16) if other than as provided in Section 5.10. Unless Sections 1302 and until Definitive Certificates have been issued to Holders 1303, the means of such Series defeasance or Class pursuant to Section 5.10: covenant defeasance as may be specified for the Securities of the series; (i17) if other than the Trustee, the identity of the Security Registrar and any Paying Agent; and (18) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 5.08 901(4)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in full force or pursuant to the Board Resolution referred to above and effect; (iisubject to Section 303) set forth, or determined in the manner provided, in the Officer's Certificate Registrar referred to above or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of such series. If any of the terms of the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized officer or other authorized person on behalf of the Company and delivered to the Trustee at or prior to the delivery of the Officer's Certificate setting forth, or providing the manner for determining, the terms of the series. 40 32 With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officer's Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be entitled to deal with specified in a Company Order or that such terms shall be determined by the Depository for all purposes of this Trust Agreement (including the distribution of principal ofCompany, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder one or more of the Certificates of such Series or ClassCompany's agents designated in an Officer's Certificate, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict accordance with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the TrusteeCompany Order. SECTION 302. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: 3.1, then, notwithstanding Clause (i) of Section 3.1 and the provisions of this Section 5.08 3.2, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 3.3, 3.4 and 3.5, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 1.2 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 3.3 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves as such DepositorySecurities represented thereby, be a Clearing Agency registered under together with the Exchange Act and any other applicable statute or regulationwritten statement contemplated by the last sentence of Section 3.3.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 3.01, then, notwithstanding Clause (9) of Section 3.01 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 3.02, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 3.03, 3.04 and 3.05, the Trustee shall deliver and redeliver any Global Security in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 1.02 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 3.03 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves as such DepositorySecurities represented thereby, be a Clearing Agency registered under together with the Exchange Act and any other applicable statute or regulationwritten statement contemplated by the last sentence of Section 3.03.

Global Securities. (a1) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Any Global Securities that Security (i) shall represent represent, and shall be denominated in an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, amount equal to the aggregate initial Certificate Principal Balance or Notional Amountprincipal amount of, as applicable, all of the Certificates outstanding Securities of such Series or Class to be represented by such one or more Global Securitiesseries, (ii) shall be registered in the name of the Depository for such Global Security DTC or Securities or the nominee of such Depositoryits nominee, (iii) shall be delivered by to the Trustee to such Depository or pursuant to such Depository's instruction the Registrar as custodian for DTC and (iv) shall bear a legend substantially to the following effect: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE DEFINITIVE SECURITY ISSUED IS REGISTERED IN THE NAME OF A NOMINEE CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DTC (AND ANY PAYMENT IS MADE TO A NOMINEE CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORYDTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b2) No Members of, or participants in, DTC, Euroclear or Clearstream shall have no rights under the Indenture with respect to any Global Security held on their behalf by DTC or the Trustee as its custodian, or under the Global Security, and DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its participants, the operation of customary practices governing the exercise of the rights of a Holder of any Security. (3) Interests of beneficial owners in the Global Securities may only be transferred or exchanged for certificated Securities in accordance with the rules and procedures of DTC, Euroclear and Clearstream and the provisions of the Indenture, including this Appendix. (4) In connection with any transfer or exchange of a Certificate portion of such Series or Class will receive a Definitive Certificate representing such Holder's the beneficial interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued any Global Security to Holders of such Series or Class beneficial owners pursuant to Section 5.10: (i2.3(3) in the provisions form of this Section 5.08 certificated Securities, the Registrar shall be reflect on its books and records the date and a decrease in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder amount of the Certificates of such Series or Class, and shall have no obligation Global Security in an amount equal to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage principal amount of the beneficial interest in the Certificates Global Security to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of such Series or Class like tenor and has delivered such instructions to the Trusteeprincipal amount of authorized denominations. (c5) Each Depository Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in the other corresponding Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in the other corresponding Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interest in such other corresponding Global Security for as long as it remains such an interest. (6) In connection with the transfer of Global Securities as an entirety to beneficial owners pursuant to Section 2.3(3) in the form of certificated Securities, the Global Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC, Euroclear or Clearstream in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount at maturity of definitive Securities of authorized denominations. (7) Any definitive Security constituting a Restricted Security delivered in exchange for an interest in a Global Security mustpursuant to this Section 2.3 shall bear the Restricted Securities Legend. (8) The registered Holder of any Global Security may grant proxies and otherwise authorize any person, at the time of its designation including participants in DTC and at all times while it serves as such Depository, be persons that may hold interests through participants in DTC to take any action which a Clearing Agency registered Holder is entitled to take under the Exchange Act and any other applicable statute Indenture or regulationthe Securities.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 3.01, then, notwithstanding Clause (9) of Section 3.01 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 3.02, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 3.03, 3.04 and 3.05, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 1.02 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 3.03 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves as such DepositorySecurities represented thereby, be a Clearing Agency registered under together with the Exchange Act and any other applicable statute or regulationwritten statement contemplated by the last sentence of Section 3.03.

Global Securities. (a1) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Any Global Securities that Security (i) shall represent represent, and shall be denominated in an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, amount equal to the aggregate initial Certificate Principal Balance or Notional Amountprincipal amount of, as applicable, all of the Certificates of such Series or Class to be represented by such one or more Global Outstanding Securities, (ii) shall be registered in the name of the Depository for such Global Security DTC or Securities or the nominee of such Depositoryits nominee, (iii) shall be delivered by to the Trustee to such Depository or pursuant to such Depository's instruction the Registrar as custodian for DTC and (iv) shall bear a legend substantially to the following effect: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE DEFINITIVE SECURITY ISSUED IS REGISTERED IN THE NAME OF A NOMINEE CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DTC (AND ANY PAYMENT IS MADE TO A NOMINEE CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORYDTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b2) No Members of, or participants in, DTC, Euroclear or Clearstream shall have no rights under the Indenture with respect to any Global Security held on their behalf by DTC or the Trustee as its custodian, or under the Global Security, and DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its participants, the operation of customary practices governing the exercise of the rights of a Holder of any Security. (3) Interests of beneficial owners in the Global Securities may only be transferred or exchanged for certificated Securities in accordance with the rules and procedures of DTC, Euroclear and Clearstream and the provisions of the Indenture, including this Appendix. (4) In connection with any transfer or exchange of a Certificate portion of such Series or Class will receive a Definitive Certificate representing such Holder's the beneficial interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued any Global Security to Holders of such Series or Class beneficial owners pursuant to Section 5.10: (i2.3(3) the provisions of this Section 5.08 Appendix in the form of certificated Securities, the Registrar shall be reflect on its books and records the date and a decrease in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder amount of the Certificates of such Series or Class, and shall have no obligation Global Security in an amount equal to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage principal amount of the beneficial interest in the Certificates Global Security to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of such Series or Class like tenor and has delivered such instructions to the Trusteeprincipal amount of authorized denominations. (c5) Each Depository Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in the other corresponding Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in the other corresponding Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interest in such other corresponding Global Security for as long as it remains such an interest. (6) In connection with the transfer of Global Securities as an entirety to beneficial owners pursuant to Section 2.3(3) of this Appendix in the form of certificated Securities, the Global Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC, Euroclear or Clearstream in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount at maturity of definitive Securities of authorized denominations. (7) Any definitive Security constituting a Restricted Security delivered in exchange for an interest in a Global Security mustpursuant to this Section 2.3 shall bear the Restricted Securities Legend. (8) The registered Holder of any Global Security may grant proxies and otherwise authorize any person, at the time of its designation including participants in DTC and at all times while it serves as such Depository, be persons that may hold interests through participants in DTC to take any action which a Clearing Agency registered Holder is entitled to take under the Exchange Act and any other applicable statute Indenture or regulationthe Securities.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates The IQ Notes shall be held by issuable in whole or in part in the Depository in book-entry form, then the Depositor shall execute and, upon receipt form of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) . The Global Securities shall be deposited with, or on behalf of, The Depository Trust Company, New York, New York, which shall act initially as Depositary with respect to the IQ Notes, or any other duly appointed depositary (the "Depositary"). The IQ Notes shall be issued only as fully registered securities in the name of the Depository for such Depositary's nominee, Cede & Co. In addition to any other legend permitted pursuant to the provisions of the Indenture, each Global Security or Securities or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) shall bear a legend legends in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) OR OTHER DULY APPOINTED DEPOSITORY (THE "DEPOSITARY"). UNLESS AND ANY PAYMENT UNTIL IT IS MADE EXCHANGED IN WHOLE OR IN PART FOR IQ NOTES IN CERTIFICATED FORM, THIS IQ NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY OR OTHER DULY APPOINTED DEPOSITARY TO A NOMINEE OF THE DEPOSITORYDEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY." "Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation, to the issuer hereof or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of The Depository Trust Company), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBYinasmuch as the registered owner hereof, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORYCede & Co., has an interest herein." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders it is exchanged in whole or in part for one or more IQ Notes in certificated form (each a "Certificated Note"), a Global Security representing all or a portion of such Series or Class pursuant to Section 5.10: the IQ Notes may not be transferred except as a whole (i) by the provisions Depositary to a nominee of this Section 5.08 shall be in full force and effect; such Depositary, (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates by a nominee of such Series Depositary to such Depositary or Class, and shall have no obligation to the Beneficial Owners another nominee of interests in such Series Depositary or Class; (iii) by such Depositary or any such nominee to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners a successor Depositary or a nominee of such Series successor Depositary. Certificated Notes may be presented for registration of transfer or Class shall be exercised only through exchange at the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository office or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest agency provided for in the Certificates of such Series or Class Indenture, as supplemented and has delivered such instructions to the Trusteeamended. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If the Supplement provides that Securities of a Series (series are issuable in whole or Class within such Series) of Certificates shall be held by the Depository in book-entry part in global form, then as specified as contemplated by Section 3.1, then, notwithstanding Section 3.1 and the Depositor shall execute andprovisions of Section 3.2, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Global Security or shall represent such of the Outstanding Securities or the nominee of such Depository, (iii) that series as shall be specified in such Global Security and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased to reflect exchanges or partial redemptions or increased to reflect the issuance of additional uncertificated Securities of that series. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities of a series represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered by to the Trustee to such Depository or pursuant to such Depository's instruction Section 3.3. Unless otherwise specified as contemplated by Section 3.1 for the Securities evidenced thereby, every Global Security authenticated and (iv) delivered hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE DEPOSITORY), ANY TRANSFER, PLEDGE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS ITS NOMINEE ONLY IN THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. UNLESS LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY DEPOSITARY TO A NOMINEE OF THE DEPOSITORY DEPOSITARY OR BY A NOMINEE OF THE DEPOSITORY DEPOSITARY TO THE DEPOSITORY DEPOSITARY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORYDEPOSITARY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of one or more Global Securities, as contemplated by Section 301, then, notwithstanding Section 301(9) and Section 302, any Global Security shall represent such of the Outstanding Securities of such Series series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or Class will receive increased, as the case may be, to reflect exchanges. Any endorsement of a Definitive Certificate representing such Holder's interest Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such Certificate manner and upon instructions given by such Person or Certificates, except Persons as provided shall be specified therein or in Section 5.10a Company Order. Unless and until Definitive Certificates have been issued Subject to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulationSecurities represented thereby.

Global Securities. (a) If the Supplement provides Company shall establish pursuant to Section 2.01 that the Securities of a Series (particular series are to be issued as one or Class within such Series) of Certificates shall be held by the Depository in book-entry formmore Global Securities, then the Depositor Company shall execute and, upon receipt of a Depositor Order, and the Trustee shall shall, in accordance with Section 2.04, authenticate and deliver deliver, one or more Global Securities that (i) shall represent represent, and shall be denominated in an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, amount equal to the aggregate initial Certificate Principal Balance or Notional Amountprincipal amount of, as applicable, all of the Certificates Outstanding Securities of such Series or Class to be represented by such one or more Global Securitiesseries, (ii) shall be registered in the name of the Depository for such Global Security Depositary or Securities or the nominee of such Depositoryits nominee, (iii) shall be delivered by the Trustee to such Depository the Depositary or pursuant to such Depository's the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: "“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE SECURITY ISSUED IS REGISTERED IN THE NAME OF A NOMINEE [ ] OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DEPOSITARY (AND ANY PAYMENT IS MADE TO A NOMINEE [ ] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORYDEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY."” (b) No Holder Notwithstanding the provisions of Section 2.05, a Global Security of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest series may be transferred, in such Certificate or Certificates, except as whole but not in part and in the manner provided in Section 5.10. Unless and until Definitive Certificates have been issued 2.05, only to Holders another nominee of the Depositary for such series or to a successor Depositary for such series selected or approved by the Company or to a nominee of such Series successor Depositary. (1) If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or Class pursuant unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (2) an Event of Default has occurred and is continuing with respect to the Securities of such series and the Depositary requests the issuance of certificated Securities, this Section 2.11 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and 2.05, the Trustee shall be entitled to deal with will authenticate and deliver the Depository for all purposes Securities of this Trust Agreement (including the distribution of principal ofsuch series in definitive registered form without coupons, in authorized denominations, and premium, if any, and interest on in an aggregate principal amount equal to the Certificates and the giving of instructions or directions hereunder) as the sole Holder principal amount of the Certificates Global Security or Securities of such Series series in exchange for such Global Security or ClassSecurities. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security or Securities and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions 2.11 shall no longer apply to the Securities of this Trust Agreementsuch series. In such event the Company will execute and subject to Section 2.05, the provisions Trustee, upon receipt of this Section 5.08 shall control; (iv) an Officers’ Certificate evidencing such determination by the rights of Beneficial Owners Company, will authenticate and deliver the Securities of such Series series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security or Class Securities of such series in exchange for such Global Security or Securities. Upon the exchange of the Global Security or Securities for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security or Securities shall be exercised only through canceled by the Depository and shall be limited Trustee in accordance with Section 2.08. Such Securities in definitive registered form issued in exchange for the Global Security or Securities pursuant to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. clause (c) Each Depository shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for a Global Security must, at delivery to the time of its designation and at all times while it serves as Persons in whose names such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulationSecurities are so registered.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a series are issuable in whole or in part in the form of one or more Global Securities, as specified as contemplated by Section 301, then, notwithstanding Clause (9) of Section 301 and the provisions of Section 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel). 19 The provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, as the case may be, in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee's Certificate of such Series Authentication. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. The Chase Manhattan Bank, As Trustee By: _________________________________ Authorized Officer 20 ARTICLE THREE THE SECURITIES Section 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or Class will receive more series. There shall be established in or pursuant to a Definitive Certificate representing such HolderBoard Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officer's interest Certificate, or established in such Certificate one or Certificatesmore indentures supplemental hereto, prior to the issuance of Securities of any series, (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except as provided for Securities authenticated and delivered upon registration of transfer of, or in Section 5.10. Unless and until Definitive Certificates have been issued to Holders exchange for, or in lieu of, other Securities of such Series or Class the series pursuant to Section 5.10: 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); (i3) the provisions Person to whom any interest on a Security of this Section 5.08 the series shall be payable, if other than the Person in full force and effect; whose name that Security (iior one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; (4) the Certificate Registrar and date or dates on which the Trustee principal of the Securities of the series is payable or the method of determination thereof; (5) the rate or rates at which the Securities of the series shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premiumbear interest, if any, or the method of determination thereof, the date or dates from which such interest shall accrue, or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date; (6) the place or places where, subject to the provisions of Section 1002, the principal of and any premium and interest on Securities of the Certificates series shall be payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices, and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served; (7) the period or periods within which, the price or prices at which and the giving of instructions or directions hereunder) as the sole Holder terms and conditions upon which Securities of the Certificates series may be redeemed, in whole or in part, at the option of such Series the Company; (8) the obligation, if any, of the Company to redeem or Class, and shall have no obligation purchase Securities of the series pursuant to any sinking fund or analogous provisions or upon the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders happening of a specified percentage event or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the aggregate Voting Rights series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (9) if other than denominations of a Series or Class$1,000 and any integral multiple thereof, the Depository denominations in which Securities of the series shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.issuable; 21

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates Securities issued in global form shall be held substantially in the form of Exhibit 1 attached to Appendix A (including the legends thereon and the “Schedule of Exchanges of Interests in the Global Security” attached thereto). Securities issued in definitive form shall be substantially in the form of Exhibit 1 attached Appendix A (but without the Global Security Legend thereon and without the “Schedule of Exchanges of Interests in the Global Security” attached thereto). Each Global Security shall represent such amount of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Depository Trustee, in book-entry form, then accordance with instructions given by the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, Holder thereof as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented required by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Section 2.6 hereof. Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF DEPOSITARY (AS DEFINED IN THE DEPOSITORY (AND ANY PAYMENT IS MADE TO INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBYSECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY DEPOSITARY TO A NOMINEE OF THE DEPOSITORY DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITORY DEPOSITARY TO THE DEPOSITORY DEPOSITARY OR TO ANOTHER NOMINEE OF THE DEPOSITORY DEPOSITARY, OR BY THE DEPOSITORY DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORYDEPOSITARY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee's Certificate and at all times while it serves as such Depository, Authorization The Trustee's certificates of authentication shall be a Clearing Agency registered under in substantially the Exchange Act and any other applicable statute or regulation.following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [__________________________] By: ARTICLE III THE SECURITIES

Global Securities. (a) If the Supplement provides that Securities of a Series (series are issuable in whole or Class within such Series) of Certificates shall be held by the Depository in book-entry part in global form, then the Depositor shall execute andas specified as contemplated by Section 3.1, upon receipt of a Depositor Orderthen, the Trustee shall authenticate notwithstanding Section 3.1 and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional AmountSection 3.2, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Global Security or shall represent such of the Outstanding Securities or the nominee of such Depository, (iii) that series as shall be specified in such Global Security and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased to reflect exchanges or partial redemptions or increased to reflect the issuance of additional uncertificated Securities of that series. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities of a series represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered by to the Trustee to such Depository or pursuant to such Depository's instruction Section 3.3. Unless otherwise specified as contemplated by Section 3.1 for the Securities evidenced thereby, every Global Security authenticated and (iv) delivered hereunder shall bear a legend in substantially to the following effectform: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. UNLESS THIS GLOBAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DTC (AND ANY PAYMENT IS TO BE MADE TO A NOMINEE CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the 204 33 27 Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate of Authentication. The Trustee's certificate(s) of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. The Bank of New York, as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.Trustee By: .................................

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. _________________________________________ As Trustee By:______________________________________ Authorized Officer 24 ARTICLE III THE SECURITIES SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal amount of Securities which may be authenticated and at all times while it serves as such Depositorydelivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and set forth, be a Clearing Agency registered under or determined in the Exchange Act and manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any other applicable statute or regulation.series,

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (10) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.As Trustee By: ----------------------------- Authorized Officer ARTICLE III THE SECURITIES

Global Securities. (a) The Capital Securities may be issued in the form of one or more Global Securities. If the Supplement provides that a Series (Capital Securities are to be issued in the form of one or Class within such Series) of Certificates shall be held by the Depository in book-entry formmore Global Securities, then an Administrative Trustee on behalf of the Depositor Trust shall execute and, upon receipt of a Depositor Order, and the Property Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, amount equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, liquidation amount of all of the Certificates of such Series or Class Capital Securities to be represented by such one or more issued in the form of Global SecuritiesSecurities and not yet cancelled, (ii) shall be registered in the name of the Depository Depositary for such Global Security or Securities or the nominee of such DepositoryDepositary, and (iii) shall be delivered by the Property Trustee to such Depository Depositary or pursuant to such DepositoryDepositary's instruction and (iv) instructions. Global Securities shall bear a legend substantially to the following effect: "THIS CAPITAL SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS GLOBAL CAPITAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO A NOMINEE CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORYDEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b) No Holder Capital Securities not represented by a Global Security issued in exchange for all or a part of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest Global Security pursuant to this Section 7.12 shall be registered in such Certificate or Certificatesnames and in such authorized denominations as the Depositary, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) instructions from its direct or indirect participants or otherwise, shall instruct the provisions of this Section 5.08 shall be in full force Property Trustee. Upon execution and effect; (ii) authentication, the Certificate Registrar and the Property Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of deliver such Series or Class, and shall have no obligation Capital Securities not represented by a Global Security to the Beneficial Owners of interests Persons in whose names such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trusteedefinitive Capital Securities are so registered. (c) Each Depository At such time as all interests in Global Securities have been redeemed, repurchased or cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in Global Securities is exchanged for Capital Securities not represented by a Global Security, redeemed, cancelled or transferred to a transferee who receives Capital Securities not represented by a Global Security musttherefor or any Capital Security not represented by a Global Security is exchanged or transferred for part of Global Securities, at the time principal amount of its designation and at all times while it serves as such DepositoryGlobal Securities shall, in accordance with the standing procedures of the Depositary, be a Clearing Agency registered under reduced or increased, as the Exchange Act case may be, and any other applicable statute an endorsement shall be made on such Global Securities by the Property Trustee to reflect such reduction or regulationincrease.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 3.1, then, notwithstanding clause (9) of Section 3.1 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 3.2, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 3.3, 3.4 and 3.5, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 1.3 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 3.3 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 1.3 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves Securities represented thereby, together with the written statement contemplated by the last sentence of Section 3.3. Section 2.5. Form of Trustee's Certificate of Authentication. The Trustee's certificate(s) of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Deutsche Bank Trust Company Americas, as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.Trustee By: ---------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIES

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization . The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. __________________________, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.As Trustee By:________________________ Authorized Officer ARTICLE III THE SECURITIES

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ___________________________________________, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.As Trustee By:________________________________________ Authorized Officer

Global Securities. (a1) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Any Global Securities that Security (i) shall represent represent, and shall be denominated in an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, amount equal to the aggregate initial Certificate Principal Balance or Notional Amountprincipal amount of, as applicable, all of the Certificates Outstanding Securities of such Series or Class to be represented by such one or more Global Securitiesseries, (ii) shall be registered in the name of the Depository for such Global Security DTC or Securities or the nominee of such Depositoryits nominee, (iii) shall be delivered by to the Trustee to such Depository or pursuant to such Depository's instruction the Registrar as custodian for DTC and (iv) shall bear a legend substantially to the following effect: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE DEFINITIVE SECURITY ISSUED IS REGISTERED IN THE NAME OF A NOMINEE CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DTC (AND ANY PAYMENT IS MADE TO A NOMINEE CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORYDTC), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b2) No Members of, or participants in, DTC, Euroclear or Clearstream shall have no rights under the Indenture with respect to any Global Security held on their behalf by DTC or the Trustee as its custodian, or under the Global Security, and DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its participants, the operation of customary practices governing the exercise of the rights of a Holder of any Security. (3) Interests of beneficial owners in the Global Securities may only be transferred or exchanged for certificated Securities in accordance with the rules and procedures of DTC, Euroclear and Clearstream and the provisions of the Indenture, including this Appendix. (4) In connection with any transfer or exchange of a Certificate portion of such Series or Class will receive a Definitive Certificate representing such Holder's the beneficial interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued any Global Security to Holders of such Series or Class beneficial owners pursuant to Section 5.10: (i2.3(3) the provisions of this Section 5.08 Appendix in the form of certificated Securities, the Registrar shall be reflect on its books and records the date and a decrease in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder amount of the Certificates of such Series or Class, and shall have no obligation Global Security in an amount equal to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage principal amount of the beneficial interest in the Certificates Global Security to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of such Series or Class like tenor and has delivered such instructions to the Trusteeprincipal amount of authorized denominations. (c5) Each Depository Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in the other corresponding Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in the other corresponding Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interest in such other corresponding Global Security for as long as it remains such an interest. (6) In connection with the transfer of Global Securities as an entirety to beneficial owners pursuant to Section 2.3(3) of this Appendix in the form of certificated Securities, the Global Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC, Euroclear or Clearstream in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount at maturity of definitive Securities of authorized denominations. (7) Any definitive Security constituting a Restricted Security delivered in exchange for an interest in a Global Security mustpursuant to this Section 2.3 shall bear the Restricted Securities Legend. (8) The registered Holder of any Global Security may grant proxies and otherwise authorize any person, at the time of its designation including participants in DTC and at all times while it serves as such Depository, be persons that may hold interests through participants in DTC to take any action which a Clearing Agency registered Holder is entitled to take under the Exchange Act and any other applicable statute Indenture or regulationthe Securities.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS DEBENTURE IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR DEBENTURES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Debentures are issuable in whole or in part in the form of one or more Global Securities, then any Global Security shall represent such of the Outstanding Debentures as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Debentures from time to time endorsed thereon and that the aggregate amount of Outstanding Debentures represented thereby may from time to time be reduced or increased, as the case may be, to reflect redemptions or exchanges. Any endorsement of a Certificate Global Security to reflect the amount, or any reduction or increase in the amount, of such Series or Class will receive a Definitive Certificate representing such Holder's interest Outstanding Debentures represented thereby shall be made in such Certificate manner and upon instructions given by such Person or Certificates, except Persons as provided shall be specified therein or in Section 5.10a Company Order. Unless and until Definitive Certificates have been issued Subject to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force Sections 3.2, 3.3 and effect; (ii) the Certificate Registrar and 3.4, the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, deliver and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.redeliver

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be in full force specified therein and effect; (ii) may provide that it shall represent the Certificate Registrar aggregate amount of Outstanding Securities from time to time endorsed thereon and that the Trustee shall aggregate amount of Outstanding Securities represented thereby may from time to time be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal ofreduced or increased, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder case may be, to reflect exchanges. Any endorsement of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustto reflect the amount, at or any reduction or increase in the time amount, of its designation Outstanding Securities represented thereby shall be made in such manner and at all times while it serves upon instructions given by such Person or Persons as such Depository, shall be specified therein or in a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.Company

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. WACHOVIA BANK, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.NATIONAL ASSOCIATION As Trustee By: ----------------------------------------- Authorized Signatory

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. WACHOVIA BANK, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.NATIONAL ASSOCIATION As Trustee By: ------------------------------------------ Authorized Signatory

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. WACHOVIA BANK, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.NATIONAL ASSOCIATION As Trustee By: --------------------------------------- Authorized Signatory

Global Securities. (a) If the Supplement provides that Securities of a Series (series are issuable in whole or Class within such Series) of Certificates shall be held by the Depository in book-entry part in global form, then the Depositor shall execute andas contemplated by Section 3.1, upon receipt of a Depositor Orderthen, the Trustee shall authenticate notwithstanding Section 3.1 and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional AmountSection 3.2, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Global Security or shall represent such of the Outstanding Securities or the nominee of such Depository, (iii) that series as shall be specified in such Global Security and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased to reflect exchanges or partial redemptions or increased to reflect the issuance of additional uncertificated Securities of that series. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities of a series represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered by to the Trustee to such Depository or pursuant to such Depository's instruction Section 3.3. Unless otherwise specified as contemplated by Section 3.1 for the Securities evidenced thereby, every Global Security authenticated and (iv) delivered hereunder shall bear a legend in substantially to the following effectform: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, S.A./N.V., AS OPERATOR OF THE DEPOSITORY EUROCLEAR SYSTEM (“EUROCLEAR”), AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR /CLEARSTREAM”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A USB NOMINEES (UK) LIMITED, AS NOMINEE OF A COMMON SAFEKEEPER (THE DEPOSITORY “COMMON SAFEKEEPER”) FOR EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO A NOMINEE USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORYCOMMON SAFEKEEPER), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, USB NOMINEES (UK) LIMITED, HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. FIRST UNION NATIONAL BANK, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.As Trustee By: ________________________________ Authorized Signatory

Global Securities. (a) Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED 20 IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt Securities of a Depositor Order, series are issuable in whole or in part in the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, form of the Certificates of such Series or Class to be represented by such one or more Global Securities, as contemplated by Section 301, then, notwithstanding Clause (ii9) shall be registered in the name of the Depository for such Global Security or Securities or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instruction Section 301 and (iv) shall bear a legend substantially to the following effect: "UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee's Certificate and at all times while it serves as such Depository, Authorization The Trustee's certificates of authentication shall be a Clearing Agency registered under in substantially the Exchange Act and any other applicable statute or regulation.following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [______________________________] By:______________________________________

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY 18 MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee's Certificate of Authentication. The Trustee's certificate(s) of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee By: ------------------------ Authorized Officer Section 206. Form of Notice of Conversion. ELECTION TO CONVERT TO REMINGTON OIL AND GAS CORPORATION: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security or the portion hereof below designated into shares of Common Stock of REMINGTON OIL AND GAS CORPORATION in accordance with the terms of the Indenture referred to in this Security, and at all times while it serves as such Depositorydirects that the shares issuable and deliverable upon conversion, together with any check in payment for a fractional share, be issued and delivered to the Holder of this Security, unless a Clearing Agency registered under different name has been indicated below. If shares are to be issued in the Exchange Act name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid, and any executed instruments of transfer required to be delivered by the undersigned in connection with such conversion accompanies this Security. Dated --------------------------------------- If shares are to be issued otherwise than to the Holder, please print name, address, city, state, zip code and social security or other applicable statute identifying number of such person. ------------------------------------------ SOC SEC NO OR EIN ------------------------------------------ ------------------------------------------ ------------------------------------------ Please print name and address (including zip code number) ------------------------------------------ Signature(s) ------------------------------------------ [Signature(s) must correspond with the name as written upon the face of the certificate in every particular, without alteration or regulation.enlargement or any change whatever] Portion to be converted (in multiples of $1,000 if less than all) $ ,000 ------------------------------------------

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. , be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.--------------------------------- As Trustee By: -------------------------------- Authorized Officer ARTICLE III THE SECURITIES

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization . The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.As Trustee By: ---------------------- Authorized Officer

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) need not be accompanied by an Opinion of Counsel). The provisions of the Certificate Registrar last sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, as the case may be, in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee's Certificate of Authentication. The Trustee's certificate(s) of authentication shall be entitled in substantially the following form: This is one of the Securities of the series designated therein referred to deal with in the Depository for all purposes within-mentioned Indenture. The Bank of this Trust Agreement New York, as Trustee By: -------------------------------------- Authorized Signatory Section 206. Form of Guarantee. The notation on Securities relating to the Guarantee shall be in substantially the following form: NOTATION ON SECURITY RELATING TO GUARANTEE The Guarantor (including which term includes any successor Person in such capacity under the distribution Indenture), has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the Certificates Securities and all other amounts due and payable under the Indenture and the giving of instructions or directions hereunder) as Securities by the sole Holder Company. The obligations of the Certificates of such Series or Class, and shall have no obligation Guarantor to the Beneficial Owners Holders of interests in such Series or Class; (iii) Securities and to the extent that Trustee pursuant to the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners Guarantees and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage Indenture are expressly set forth in Article XIV of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only Indenture and reference is hereby made to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage Indenture for the precise terms of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.Guarantee. Guarantor: ANADARKO PETROLEUM CORPORATION By: --------------------------------------

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a series are issuable in whole or in part in the form of one or more Global Securities, as specified as contemplated by Section 301, then, notwithstanding Clause (9) of Section 301 and the provisions of Section 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel). The provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, as the case may be, in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. 19 Section 205. Form of Trustee's Certificate of such Series Authentication. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. The Chase Manhattan Bank, As Trustee By: _________________________________ Authorized Officer 20 ARTICLE THREE THE SECURITIES Section 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or Class will receive more series. There shall be established in or pursuant to a Definitive Certificate representing such HolderBoard Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officer's interest Certificate, or established in such Certificate one or Certificatesmore indentures supplemental hereto, prior to the issuance of Securities of any series, (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except as provided for Securities authenticated and delivered upon registration of transfer of, or in Section 5.10. Unless and until Definitive Certificates have been issued to Holders exchange for, or in lieu of, other Securities of such Series or Class the series pursuant to Section 5.10: 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); (i3) the provisions Person to whom any interest on a Security of this Section 5.08 the series shall be payable, if other than the Person in full force and effect; whose name that Security (iior one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; (4) the Certificate Registrar and date or dates on which the Trustee principal of the Securities of the series is payable or the method of determination thereof; (5) the rate or rates at which the Securities of the series shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premiumbear interest, if any, or the method of determination thereof, the date or dates from which such interest shall accrue, or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date; (6) the place or places where, subject to the provisions of Section 1002, the principal of and any premium and interest on Securities of the Certificates series shall be payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices, and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served; (7) the period or periods within which, the price or prices at which and the giving of instructions or directions hereunder) as the sole Holder terms and conditions upon which Securities of the Certificates series may be redeemed, in whole or in part, at the option of such Series the Company; (8) the obligation, if any, of the Company to redeem or Class, and shall have no obligation purchase Securities of the series pursuant to any sinking fund or analogous provisions or upon the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders happening of a specified percentage event or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the aggregate Voting Rights series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (9) if other than denominations of a Series or Class$1,000 and any integral multiple thereof, the Depository denominations in which Securities of the series shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.issuable; 21

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate and at all times while it serves as such Depository, Authorization. The Trustee's certificates of authentication shall be a Clearing Agency registered under in substantially the Exchange Act and any other applicable statute or regulation.following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ____________________________________ As Trustee ____________________________________ Authorized Officer

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. FIRST UNION NATIONAL BANK, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.As Trustee By: -------------------------------------- Authorized Signatory ARTICLE III THE SECURITIES

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY."LIMITED CIRCUMSTANCES. If Securities of a series are issuable in whole or in part in the form of one or more Global Securities, as contemplated by Section 301, then, notwithstanding Clause (9) of Section 301 and the provisions of Section 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel). The provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, as the case may be, in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee’s Certificate and Authorization The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, As Trustee By: Authorized Signatory ARTICLE III THE SECURITIES (b1) No Holder the form and title of a Certificate the Securities of such Series the series (which shall distinguish the Securities of the series from Securities of any other series); (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate exchange for, or Certificatesin lieu of, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders other Securities of such Series or Class the series pursuant to Section 5.10: (i) the provisions of this 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 5.08 shall be in full force 303, are deemed never to have been authenticated and effectdelivered hereunder); (ii3) the Certificate Registrar and Person to whom any interest on a Security of the Trustee series shall be entitled to deal with payable, if other than the Depository Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for all purposes of this Trust Agreement such interest; (including 4) the distribution of date or dates on which the Securities will be issued and on which the principal of, and premium, if any, on the Securities of the series is payable or the method of determination thereof; (5) the rate or rates (which may be fixed or variable) at which the Securities of the series shall bear interest, if any, or the method of determination thereof, the date or dates from which such interest shall accrue, or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date; (6) the place or places where, subject to the provisions of Section 1002, the principal of and any premium and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Securities of the Certificates series shall be payable, Securities of such Series or Classthe series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices, and shall have no obligation demands to or upon the Beneficial Owners Company in respect of interests in such Series or Classthe Securities of the series and this Indenture may be served; (iii7) the period or periods, if any, within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company or otherwise, if the Company is to have that option; (8) the obligation, if any, and the option, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; (10) whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or governmental charges paid by Holders of the series; (11) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be denominated, payable, redeemable or purchasable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 101; (12) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined; (13) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) the right, if any, of the Company to defer payments of interest by extending the interest payment periods and specify the duration of such extension, the Interest Payment Dates on which such interest shall be payable and whether and under what circumstances additional interest on amounts deferred shall be payable; (15) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or provable in bankruptcy pursuant to Section 504 or the method of determination thereof; (16) if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities (and whether in temporary or permanent global form) and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than those set forth in Section 305 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered; (17) any deletions from, modifications of or additions to the extent Events of Default set forth in Section 501 or the covenants of the Company set forth in Article X pertaining to the Securities of the series; (18) if and the terms and conditions upon which any Securities of the series may be converted into or exchanged for securities, which may include, without limitation, capital stock, of any class or series of the Company or any other issuer; (19) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, including, but not limited to an index based on a currency or currencies other than that in which the Securities of that series are payable, or any other type of index, the manner in which such amounts shall be determined; (20) if other than as provided in Sections 1302 and 1303, the terms and conditions upon which and the manner in which such series of Securities may be defeased or discharged; (21) if other than the Trustee, the identity of any other trustee, the Security Registrar and any Paying Agent; (22) any restrictions or other provisions with respect to the transfer or exchange of the Securities; (23) whether the Securities of the series will be guaranteed pursuant to the Securities Guarantee set forth in Article XIV, any modifications to the terms of Article XIV applicable to the Securities of such series and the applicability of any other guarantees; and (24) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 5.08 conflict 901(4)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution or Officers’ Certificate referred to above or in any such indenture supplemental hereto. Any such Board Resolution or Officers’ Certificate referred to above with respect to Securities of any other provisions series filed with the Trustee on or before the initial issuance of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners Securities of such Series or Class series shall be exercised only through the Depository incorporated herein by reference with respect to Securities of such series and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall thereafter be deemed to represent be a part of the Indenture for all purposes relating to Securities of such percentage only series as fully as if such Board Resolution or Officers’ Certificate were set forth herein in full. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such series or for the establishment of additional terms with respect to the extent that it has received instructions to such effect from Beneficial Owners Securities of such Series series. If any of the terms of the series are established by action taken by or Class pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized officer or Participants in such Depository's system owning other authorized person of the Company on behalf of the Company and, if applicable, the Guarantors and delivered to the Trustee at or representingprior to the delivery of the Officers’ Certificate setting forth, respectivelyor providing the manner for determining, the terms of the series. With respect to Securities of a series subject to a Periodic Offering, such required percentage of the beneficial interest in the Certificates Board Resolution or Officers’ Certificate may provide general terms for Securities of such Series series and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order, or Class and has delivered that such instructions to terms shall be determined by the TrusteeCompany and, if applicable, the Guarantors, or one or more agents thereof designated in an Officers’ Certificate, in accordance with a Company Order. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 103 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee's Certificate of Authentication. The Trustee's certificate(s) of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee By: ------------------------------------------ Authorized Officer ARTICLE THREE THE SECURITIES Section 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and at all times while it serves as such Depositorydelivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, be a Clearing Agency registered under and set forth, or determined in the Exchange Act and manner provided, in an Officer's Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any other applicable statute or regulation.series,

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: 3.1, then, notwithstanding Clause (i) of Section 3.1 and the provisions of this Section 5.08 3.2, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 3.3, 3.4 and 3.5, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 1.2 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 3.3 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves as such DepositorySecurities represented thereby, be a Clearing Agency registered under together with the Exchange Act and any other applicable statute or regulationwritten statement contemplated by the last sentence of Section 3.3.

Global Securities. (a) If Except as provided in Section 305, the Supplement provides that a Series (or Class within such Series) of Certificates Securities shall be held by issued in the Depository in book-entry form, then the Depositor shall execute and, upon receipt form of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such . Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform, in capital letters and bold-face type: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. If the Depositary is the Depository Trust Company, the Global Security authenticated and delivered hereunder shall also bear a legend in substantially the following form, in capital letters and bold-face type: UNLESS THIS GLOBAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE SIGNATORY OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DTC (AND ANY PAYMENT IS MADE TO A NOMINEE CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) The Trust Preferred Securities may be ----------------- issued in the form of one or more Global Securities. If the Supplement provides that a Series (Trust Preferred Securities are to be issued in the form of one or Class within such Series) of Certificates shall be held by the Depository in book-entry formmore Global Securities, then an Administrative Trustee on behalf of the Depositor Trust shall execute and, upon receipt of a Depositor Order, and the Property Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, amount equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, Liquidation Amount of all of the Certificates of such Series or Class Trust Preferred Securities to be represented by such one or more issued in the form of Global SecuritiesSecurities and not yet cancelled, (ii) shall be registered in the name of the Depository Depositary for such Global Security or Securities or the nominee of such DepositoryDepositary, and (iii) shall be delivered by the Property Trustee to such Depository Depositary or pursuant to such DepositoryDepositary's instruction and (iv) instructions. Global Securities shall bear a legend substantially to the following effect: "UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY FOR REGISTRATION OF TRANSFERThis Trust Preferred Security is a Global Security within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, EXCHANGE OR PAYMENTa New York corporation (the "Depositary"), AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY or a nominee of the Depositary. This Trust Preferred Security is exchangeable for Trust Preferred Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Trust Preferred Security (AND ANY PAYMENT IS MADE TO A NOMINEE OF THE DEPOSITORYother than a transfer of this Trust Preferred Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Trust Preferred Security Certificate is presented by an authorized representative of the Depositary to CSX Capital Trust I or its agent for registration of transfer, exchange or payment, and any Trust Preferred Security Certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBYinasmuch as the registered owner hereof, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORYCede & Co., has an interest herein." (b) No Holder " Trust Preferred Securities not represented by a Global Security issued in exchange for all or a part of a Certificate Global Security pursuant to this Section 7.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver such Trust Preferred Securities not represented by a Global Security to the Persons in whose names such definitive Trust Preferred Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in Global Securities is exchanged for Trust Preferred Securities not represented by a Global Security, redeemed, cancelled or transferred to a transferee who receives Trust Preferred Securities not represented by a Global Security therefor or any Trust Preferred Security not represented by a Global Security is exchanged or transferred for part of Global Securities, the principal amount of such Series Global Securities shall, in accordance with the standing procedures of the Depositary, be reduced or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesincreased, except as provided in Section 5.10. Unless the case may be, and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 an endorsement shall be in full force and effect; (ii) made on such Global Securities by the Certificate Registrar Property Trustee to reflect such reduction or increase. The Trust and the Property Trustee shall be entitled to may for all purposes, including the making of payments due on the Trust Preferred Securities, deal with the Depository Depositary as the authorized representative of the Holders for all the purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) exercising the rights of Beneficial Owners Holders hereunder. The rights of such Series or Class shall be exercised only through the Depository and owner of any beneficial interest in a Global Security shall be limited to those established by law and agreements between such Beneficial Owners owners and depository participants provided, that no such agreement shall give any rights to any Person against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Trust Preferred Securities in global form with respect to any particular matter shall not be deemed inconsistent to the extent they do not represent an amount of Trust Preferred Securities in excess of those held in the name of the Depositary or its nominee. If at any time the Depositary for any Trust Preferred Securities represented by one or more Global Securities notifies the Trust that it is unwilling or unable to continue as Depositary for such Trust Preferred Securities or if at any time the Depositary for such Trust Preferred Securities shall no longer be eligible to act as such under the Exchange Act, the Trust shall appoint a successor Depositary with respect to such Trust Preferred Securities. If a successor Depositary for such Trust Preferred Securities is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trust's election that such Trust Preferred Securities be represented by one or more Global Securities shall no longer be effective and the Depository Trust shall execute, and the Property Trustee will authenticate and deliver, Trust Preferred Securities in definitive registered form, in any authorized denominations, in an aggregate Liquidation Amount equal to the principal amount of the Global Security representing such Trust Preferred Securities in exchange for such Global Security. The Trust may at any time and in its sole discretion determine that the Trust Preferred Securities issued in the form of one or its Participants; and (v) whenever more Global Securities shall no longer be represented by a Global Security. In such event the Trust shall execute, and the Property Trustee, shall authenticate and deliver, Trust Preferred Securities in definitive registered form, in any authorized denominations, in an aggregate Liquidation Amount equal to the principal amount of the Global Security representing such Trust Preferred Securities, in exchange for such Global Security. Notwithstanding any other provisions of this Trust Agreement requires or permits actions (other than the provisions set forth in Section 7.9), Global Securities may not be transferred as a whole except by the Depositary to be taken based upon instructions or directions of Holders of a specified percentage nominee of the aggregate Voting Rights Depositary or by a nominee of a Series or Class, the Depository shall be deemed to represent such percentage only Depositary to the extent that it has received instructions Depositary or another nominee of the Depositary or by the Depositary or any such nominee to such effect from Beneficial Owners a successor Depositary or a nominee of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of successor Depositary. Subject to the beneficial interest limitations set forth in the Certificates three preceding paragraphs, interests of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for beneficial owners in a Global Security must, at may be transferred or exchanged for Trust Preferred Securities not represented by a Global Security and Trust Preferred Securities not represented by a Global Security may be transferred or exchange for Global Securities in accordance with rules of the time Depositary and the provisions of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulationSection 7.9.

Global Securities. (a) The Trust Preferred Securities may be ----------------- issued in the form of one or more Global Securities. If the Supplement provides that a Series (Trust Preferred Securities are to be issued in the form of one or Class within such Series) of Certificates shall be held by the Depository in book-entry formmore Global Securities, then an Administrative Trustee on behalf of the Depositor Trust shall execute and, upon receipt of a Depositor Order, and the Property Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, amount equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, Liquidation Amount of all of the Certificates of such Series or Class Trust Preferred Securities to be represented by such one or more issued in the form of Global SecuritiesSecurities and not yet cancelled, (ii) shall be registered in the name of the Depository Depositary for such Global Security or Securities or the nominee of such DepositoryDepositary, and (iii) shall be delivered by the Property Trustee to such Depository Depositary or pursuant to such DepositoryDepositary's instruction and (iv) instructions. Global Securities shall bear a legend substantially to the following effect: "UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY FOR REGISTRATION OF TRANSFERThis Trust Preferred Security is a Global Security within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, EXCHANGE OR PAYMENTa New York corporation (the "Depositary"), AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY or a nominee of the Depositary. This Trust Preferred Security is exchangeable for Trust Preferred Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Trust Preferred Security (AND ANY PAYMENT IS MADE TO A NOMINEE OF THE DEPOSITORYother than a transfer of this Trust Preferred Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Trust Preferred Security Certificate is presented by an authorized representative of the Depositary to Xxxxxx Capital Trust II or its agent for registration of transfer, exchange or payment, and any Trust Preferred Security Certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBYinasmuch as the registered owner hereof, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORYCede & Co., has an interest herein." (b) No Holder " Trust Preferred Securities not represented by a Global Security issued in exchange for all or a part of a Certificate Global Security pursuant to this Section 7.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver such Trust Preferred Securities not represented by a Global Security to the Persons in whose names such definitive Trust Preferred Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in Global Securities is exchanged for Trust Preferred Securities not represented by a Global Security, redeemed, cancelled or transferred to a transferee who receives Trust Preferred Securities not represented by a Global Security therefor or any Trust Preferred Security not represented by a Global Security is exchanged or transferred for part of Global Securities, the principal amount of such Series Global Securities shall, in accordance with the standing procedures of the Depositary, be reduced or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesincreased, except as provided in Section 5.10. Unless the case may be, and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 an endorsement shall be in full force and effect; (ii) made on such Global Securities by the Certificate Registrar Property Trustee to reflect such reduction or increase. The Trust and the Property Trustee shall be entitled to may for all purposes, including the making of payments due on the Trust Preferred Securities, deal with the Depository Depositary as the authorized representative of the Holders for all the purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) exercising the rights of Beneficial Owners Holders hereunder. The rights of such Series or Class shall be exercised only through the Depository and owner of any beneficial interest in a Global Security shall be limited to those established by law and agreements between such Beneficial Owners owners and depository participants provided, that no such agreement shall give any rights to any Person against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Trust Preferred Securities in global form with respect to any particular matter shall not be deemed inconsistent to the extent they do not represent an amount of Trust Preferred Securities in excess of those held in the name of the Depositary or its nominee. If at any time the Depositary for any Trust Preferred Securities represented by one or more Global Securities notifies the Trust that it is unwilling or unable to continue as Depositary for such Trust Preferred Securities or if at any time the Depositary for such Trust Preferred Securities shall no longer be eligible to act as such under the Exchange Act, the Trust shall appoint a successor Depositary with respect to such Trust Preferred Securities. If a successor Depositary for such Trust Preferred Securities is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trust's election that such Trust Preferred Securities be represented by one or more Global Securities shall no longer be effective and the Depository Trust shall execute, and the Property Trustee will authenticate and deliver, Trust Preferred Securities in definitive registered form, in any authorized denominations, in an aggregate Liquidation Amount equal to the principal amount of the Global Security representing such Trust Preferred Securities in exchange for such Global Security. The Trust may at any time and in its sole discretion determine that the Trust Preferred Securities issued in the form of one or its Participants; and (v) whenever more Global Securities shall no longer be represented by a Global Security. In such event the Trust shall execute, and the Property Trustee, shall authenticate and deliver, Trust Preferred Securities in definitive registered form, in any authorized denominations, in an aggregate Liquidation Amount equal to the principal amount of the Global Security representing such Trust Preferred Securities, in exchange for such Global Security. Notwithstanding any other provisions of this Trust Agreement requires or permits actions (other than the provisions set forth in Section 7.9), Global Securities may not be transferred as a whole except by the Depositary to be taken based upon instructions or directions of Holders of a specified percentage nominee of the aggregate Voting Rights Depositary or by a nominee of a Series or Class, the Depository shall be deemed to represent such percentage only Depositary to the extent that it has received instructions Depositary or another nominee of the Depositary or by the Depositary or any such nominee to such effect from Beneficial Owners a successor Depositary or a nominee of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of successor Depositary. Subject to the beneficial interest limitations set forth in the Certificates three preceding paragraphs, interests of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for beneficial owners in a Global Security must, at may be transferred or exchanged for Trust Preferred Securities not represented by a Global Security and Trust Preferred Securities not represented by a Global Security may be transferred or exchange for Global Securities in accordance with rules of the time Depositary and the provisions of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulationSection 7.9.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. U.S. TRUST COMPANY OF TEXAS, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.N.A., As Trustee By:__________________________________________ Authorized Signatory

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in full force the amount, of Outstanding Securities represented thereby shall be made in such manner and effect; (ii) upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the Certificate Registrar provisions of Sections 303, 304 and 305, the Trustee shall be entitled to deal with deliver and redeliver any Global Security in the Depository for all purposes of this Trust Agreement (including the distribution of principal of, manner and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions given by the Person or directions of Holders of a Persons specified percentage of the aggregate Voting Rights of a Series therein or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.the

Global Securities. (a) The Trust Preferred Securities may be issued in the form of one or more Global Securities. If the Supplement provides that a Series (Trust Preferred Securities are to be issued in the form of one or Class within such Series) of Certificates shall be held by the Depository in book-entry formmore Global Securities, then an Administrative Trustee on behalf of the Depositor Trust shall execute and, upon receipt of a Depositor Order, and the Property Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, amount equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, liquidation amount of all of the Certificates of such Series or Class Trust Preferred Securities to be represented by such one or more issued in the form of Global SecuritiesSecurities and not yet cancelled, (ii) shall be registered in the name of the Depository Depositary for such Global Security or Securities or the nominee of such DepositoryDepositary, and (iii) shall be delivered by the Property Trustee to such Depository Depositary or pursuant to such DepositoryDepositary's instruction and (iv) instructions. Global Securities shall bear a legend substantially to the following effect: "UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY FOR REGISTRATION OF TRANSFERThis Trust Preferred Security is a Global Security within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, EXCHANGE OR PAYMENTa New York corporation (the "Depositary"), AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY or a nominee of the Depositary. This Trust Preferred Security is exchangeable for Trust Preferred Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Trust Preferred Security (AND ANY PAYMENT IS MADE TO A NOMINEE OF THE DEPOSITORYother than a transfer of this Trust Preferred Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Trust Preferred Security Certificate is presented by an authorized representative of the Depositary to Virginia Power Capital Trust II or its agent for registration of transfer, exchange or payment, and any Trust Preferred Security Certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBYinasmuch as the registered owner hereof, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORYCede & Co., has an interest herein." (b) No Holder " Trust Preferred Securities not represented by a Global Security issued in exchange for all or a part of a Certificate Global Security pursuant to this Section 7.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver such Trust Preferred Securities not represented by a Global Security to the Persons in whose names such definitive Trust Preferred Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in Global Securities is exchanged for Trust Preferred Securities not represented by a Global Security, redeemed, cancelled or transferred to a transferee who receives Trust Preferred Securities not represented by a Global Security therefor or any Trust Preferred Security not represented by a Global Security is exchanged or transferred for part of Global Securities, the principal amount of such Series Global Securities shall, in accordance with the standing procedures of the Depositary, be reduced or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesincreased, except as provided in Section 5.10. Unless the case may be, and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 an endorsement shall be in full force and effect; (ii) made on such Global Securities by the Certificate Registrar Property Trustee to reflect such reduction or increase. The Trust and the Property Trustee shall be entitled to may for all purposes, including the making of payments due on the Trust Preferred Securities, deal with the Depository Depositary as the authorized representative of the Holders for all the purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) exercising the rights of Beneficial Owners Holders hereunder. The rights of such Series or Class shall be exercised only through the Depository and owner of any beneficial interest in a Global Security shall be limited to those established by law and agreements between such Beneficial Owners owners and depository participants provided, that no such agreement shall give any rights to any Person against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Trust Preferred Securities in global form with respect to any particular matter shall not be deemed inconsistent to the extent they do not represent an amount of Trust Preferred Securities in excess of those held in the name of the Depositary or its nominee. If at any time the Depositary for any Trust Preferred Securities represented by one or more Global Securities notifies the Trust that it is unwilling or unable to continue as Depositary for such Trust Preferred Securities or if at any time the Depositary for such Trust Preferred Securities shall no longer be eligible, the Trust shall appoint a successor Depositary with respect to such Trust Preferred Securities. If a successor Depositary for such Trust Preferred Securities is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trust's election that such Trust Preferred Securities be represented by one or more Global Securities shall no longer be effective and the Depository Trust shall execute, and the Property Trustee will authenticate and deliver, Trust Preferred Securities in definitive registered form, in any authorized denominations, in an aggregate liquidation amount equal to the principal amount of the Global Security or Trust Preferred Securities representing such Trust Preferred Securities in exchange for such Global Security or Trust Preferred Securities. The Trust may at any time and in its Participants; and (v) whenever sole discretion determine that the Trust Preferred Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Trust Preferred Securities. In such event the Trust shall execute, and the Property Trustee, shall authenticate and deliver, Trust Preferred Securities in definitive registered form, in any authorized denominations, in an aggregate liquidation amount equal to the principal amount of the Global Security or Trust Preferred Securities representing such Trust Preferred Securities, in exchange for such Global Security or Trust Preferred Securities. Notwithstanding any other provisions of this Trust Agreement requires or permits actions (other than the provisions set forth in Section 7.9), Global Securities may not be transferred as a whole except by the Depositary to be taken based upon instructions or directions of Holders of a specified percentage nominee of the aggregate Voting Rights Depositary or by a nominee of a Series or Class, the Depository shall be deemed to represent such percentage only Depositary to the extent that it has received instructions Depositary or another nominee of the Depositary or by the Depositary or any such nominee to such effect from Beneficial Owners a successor Depositary or a nominee of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions successor Depositary. Subject to the Trustee. (c) Each Depository for second and third preceding paragraphs, interests of beneficial owners in a Global Security must, at may be transferred or exchanged for Trust Preferred Securities not represented by a Global Security and Trust Preferred Securities not represented by a Global Security may be transferred or exchange for Global Securities in accordance with rules of the time Depositary and the provisions of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulationSection 7.9.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: 3.01, then, notwithstanding Clause (i) of Section 3.01 and the provisions of this Section 5.08 3.02, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed xxxxxxx and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 3.03, 3.04 and 3.05, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 1.02 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 3.03 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves as such DepositorySecurities represented thereby, be a Clearing Agency registered under together with the Exchange Act and any other applicable statute or regulationwritten statement contemplated by the last sentence of Section 3.03.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee’s Certificate and at all times while it serves as such DepositoryAuthorization The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.As Trustee By: Authorized Signatory

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: 301, then, notwithstanding Clause (i) of Section 301 and the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed xxxxxxx and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves as such DepositorySecurities represented thereby, be a Clearing Agency registered under together with the Exchange Act and any other applicable statute or regulationwritten statement contemplated by the last sentence of Section 303.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY BN 83622998v1 PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal sentence of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulationSection 303.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY."LIMITED CIRCUMSTANCES. If Securities of a series are issuable in whole or in part in the form of one or more Global Securities, as contemplated by Section 301, then, notwithstanding Clause (9) of Section 301 and the provisions of Section 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel). The provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, as the case may be, in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee’s Certificate and Authorization The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, As Trustee By: Authorized Signatory ARTICLE III THE SECURITIES (b1) No Holder the form and title of a Certificate the Securities of such Series the series (which shall distinguish the Securities of the series from Securities of any other series); (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate exchange for, or Certificatesin lieu of, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders other Securities of such Series or Class the series pursuant to Section 5.10: (i) the provisions of this 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 5.08 shall be in full force 303, are deemed never to have been authenticated and effectdelivered hereunder); (ii3) the Certificate Registrar and Person to whom any interest on a Security of the Trustee series shall be entitled to deal with payable, if other than the Depository Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for all purposes of this Trust Agreement such interest; (including 4) the distribution of date or dates on which the Securities will be issued and on which the principal of, and premium, if any, on the Securities of the series is payable or the method of determination thereof; (5) the rate or rates (which may be fixed or variable) at which the Securities of the series shall bear interest, if any, or the method of determination thereof, the date or dates from which such interest shall accrue, or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date; (6) the place or places where, subject to the provisions of Section 1002, the principal of and any premium and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Securities of the Certificates series shall be payable, Securities of such Series or Classthe series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices, and shall have no obligation demands to or upon the Beneficial Owners Partnership in respect of interests in such Series or Classthe Securities of the series and this Indenture may be served; (iii7) the period or periods, if any, within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Partnership or otherwise, if the Partnership is to have that option; (8) the obligation, if any, and the option, if any, of the Partnership to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; (10) whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or governmental charges paid by Holders of the series; (11) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be denominated, payable, redeemable or purchasable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 101; (12) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined; (13) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Partnership or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) the right, if any, of the Partnership to defer payments of interest by extending the interest payment periods and specify the duration of such extension, the Interest Payment Dates on which such interest shall be payable and whether and under what circumstances additional interest on amounts deferred shall be payable; (15) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or provable in bankruptcy pursuant to Section 504 or the method of determination thereof; (16) if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities (and whether in temporary or permanent global form) and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than those set forth in Section 305 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered; (17) any deletions from, modifications of or additions to the extent Events of Default set forth in Section 501 or the covenants of the Partnership set forth in Article X pertaining to the Securities of the series; (18) if and the terms and conditions upon which any Securities of the series may be converted into or exchanged for securities, which may include, without limitation, capital stock, of any class or series of the Partnership or any other issuer; (19) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, including, but not limited to an index based on a currency or currencies other than that in which the Securities of that series are payable, or any other type of index, the manner in which such amounts shall be determined; (20) if other than as provided in Sections 1302 and 1303, the terms and conditions upon which and the manner in which such series of Securities may be defeased or discharged; (21) if other than the Trustee, the identity of any other trustee, the Security Registrar and any Paying Agent; (22) any restrictions or other provisions with respect to the transfer or exchange of the Securities; (23) whether the Securities of the series will be guaranteed pursuant to the Securities Guarantee set forth in Article XIV, any modifications to the terms of Article XIV applicable to the Securities of such series and the applicability of any other guarantees; and (24) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 5.08 conflict 901(4)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution or Officers’ Certificate referred to above or in any such indenture supplemental hereto. Any such Board Resolution or Officers’ Certificate referred to above with respect to Securities of any other provisions series filed with the Trustee on or before the initial issuance of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners Securities of such Series or Class series shall be exercised only through the Depository incorporated herein by reference with respect to Securities of such series and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall thereafter be deemed to represent be a part of the Indenture for all purposes relating to Securities of such percentage only series as fully as if such Board Resolution or Officers’ Certificate were set forth herein in full. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such series or for the establishment of additional terms with respect to the extent that it has received instructions to such effect from Beneficial Owners Securities of such Series series. If any of the terms of the series are established by action taken by or Class pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized officer or Participants in such Depository's system owning other authorized person of the General Partner on behalf of the Partnership and, if applicable, the Guarantors and delivered to the Trustee at or representingprior to the delivery of the Officers’ Certificate setting forth, respectivelyor providing the manner for determining, the terms of the series. With respect to Securities of a series subject to a Periodic Offering, such required percentage of the beneficial interest in the Certificates Board Resolution or Officers’ Certificate may provide general terms for Securities of such Series series and provide either that the specific terms of particular Securities of such series shall be specified in a Partnership Order, or Class and has delivered that such instructions to terms shall be determined by the TrusteePartnership and, if applicable, the Guarantors, or one or more agents thereof designated in an Officers’ Certificate, in accordance with a Partnership Order. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated ----------------- and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORYLIMITED CIRCUMSTANCES." (b) No Holder " If Securities are issuable in whole or in part in the form of a Certificate of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified and as contemplated by Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) 301, then, notwithstanding the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the need not be accompanied by an Opinion of Counsel). Section 205. Form of Trustee's Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution Authentication. ----------------------------------------------- Certificate of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Authentication ----------------------------- This is one of the Certificates of such Series or Class, and shall have no obligation Securities referred to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustwithin-mentioned Indenture. Dated: [___________________], at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.Trustee By _____________________________ Authorized Signatory

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE SECURITY ISSUED IS REGISTERED IN THE NAME OF A NOMINEE CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DTC (AND ANY PAYMENT IS MADE TO A NOMINEE CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, TRANSFERS OF THIS GLOBAL SECURITY MAY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY IN PART, TO A NOMINEE NOMINEES OF THE DEPOSITORY DTC OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY THEREOF OR A NOMINEE SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF SUCH SUCCESSOR DEPOSITORY." (b) No Holder PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 103 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves as such DepositorySecurities represented thereby, be a Clearing Agency registered under together with the Exchange Act and any other applicable statute or regulationwritten statement contemplated by the last sentence of Section 303.

Global Securities. (aThe Corporation and the Trustee hereby amend Section 2.11(a) of the Original Indenture pursuant to Section 9.01(c) of the Original Indenture to read in its entirety as follows: If the Supplement provides Corporation shall establish pursuant to Section 2.01 that the Securities of a Series (or Class within such Series) of Certificates shall particular series are to be held by the Depository in book-entry formissued as a Global Security, then the Depositor Corporation shall execute and, upon receipt of a Depositor Order, and the Trustee shall shall, in accordance with Section 2.04, authenticate and deliver one or more deliver, a Global Securities that Security which (i) shall represent represent, and shall be denominated in an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, amount equal to the aggregate initial Certificate Principal Balance or Notional Amountprincipal amount of, as applicable, all of the Certificates Outstanding Securities of such Series or Class to be represented by such one or more Global Securitiesseries, (ii) shall be registered in the name of the Depository for such Global Security or Securities or the nominee of such Depositoryits nominee, (iii) shall be delivered by the Trustee to such the Depository or pursuant to such the Depository's instruction and (iv) shall bear a legend legends substantially to the following effect: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY") OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DEPOSITARY, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DEPOSITARY (AND ANY PAYMENT IS MADE TO A NOMINEE CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORYDEPOSITARY), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If Except as provided in Section 3.05, the Supplement provides that a Series (or Class within such Series) of Certificates Securities shall be held by issued in the Depository in book-entry form, then the Depositor shall execute and, upon receipt form of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such . Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform, in capital letters and bold-face type: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. If the Depositary is the Depository Trust Company, the Global Security authenticated and delivered hereunder shall also bear a legend in substantially the following form, in capital letters and bold-face type: UNLESS THIS GLOBAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE SIGNATORY OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DTC (AND ANY PAYMENT IS MADE TO A NOMINEE CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.

Global Securities. (a) If Except as provided in Section 305, the Supplement provides that a Series (or Class within such Series) of Certificates Securities shall be held by issued in the Depository in book-entry form, then the Depositor shall execute and, upon receipt form of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such . Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform, in capital letters and bold-face type: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. If the Depositary is the Depository Trust Company, the Global Security authenticated and delivered hereunder shall also bear a legend in substantially the following form, in capital letters and bold-face type: UNLESS THIS GLOBAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE SIGNATORY OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY DTC (AND ANY PAYMENT IS MADE TO A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE CEDE & CO. OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 shall be in full force and effect; (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.TO

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. FIRST UNION NATIONAL BANK, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.As Trustee By: ----------------------------- Authorized Signatory -25- ARTICLE III THE SECURITIES

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section II5. Form of Trustee’s Certificate and at all times while it serves as such Depository, Authorization The Trustee’s certificates of authentication shall be a Clearing Agency registered under in substantially the Exchange Act and any other applicable statute or regulation.following form: BN 83619860v1 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ____________________________________________ As Trustee By: ______________________________________ Authorized Signtory

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 103 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 205. Form of Trustee's Certificate of Authentication. The Trustee's certificate(s) of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as Trustee By: ------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIES Section 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and at all times while it serves as such Depositorydelivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, be a Clearing Agency registered under and set forth, or determined in the Exchange Act and manner provided, in an Officer's Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any other applicable statute or regulation.series,

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves as such DepositorySecurities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. FORM OF TRUSTEES CERTIFICATE OF AUTHENTICATION. The Trustee's certificates of authentication shall be a Clearing Agency registered under in substantially the Exchange Act and any other applicable statute or regulation.following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, As Trustee By: -------------------------------------- Authorized Officer ARTICLE THREE THE SECURITIES

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates The Notes shall be held by issuable in whole or in part in the Depository in book-entry form, then the Depositor shall execute and, upon receipt form of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) . The Global Securities shall be deposited with, or on behalf of, The Depository Trust Company, New York, New York, which shall act initially as Depositary with respect to the Notes, or any other duly appointed depositary (the "Depositary"). The Notes shall be issued only as fully registered securities in the name of the Depository for such Depositary's nominee, Cede & Co. In addition to any other legend permitted pursuant to the provisions of the Indenture, each Global Security or Securities or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) shall bear a legend legends in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) OR OTHER DULY APPOINTED DEPOSITORY (THE "DEPOSITARY"). UNLESS AND ANY PAYMENT UNTIL IT IS MADE EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY OR OTHER DULY APPOINTED DEPOSITARY TO A NOMINEE OF THE DEPOSITORYDEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY." "Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation, to the issuer hereof or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of The Depository Trust Company), ANY TRANSFER, PLEDGE PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBYinasmuch as the registered owner hereof, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORYCede & Co., has an interest herein." (b) No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificates, except as provided in Section 5.10. Unless and until Definitive Certificates have been issued to Holders it is exchanged in whole or in part for one or more Notes in certificated form (each a "Certificated Note"), a Global Security representing all or a portion of such Series or Class pursuant to Section 5.10: the Notes may not be transferred except as a whole (i) by the provisions Depositary to a nominee of this Section 5.08 shall be in full force and effect; such Depositary, (ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates by a nominee of such Series Depositary to such Depositary or Class, and shall have no obligation to the Beneficial Owners another nominee of interests in such Series Depositary or Class; (iii) by such Depositary or any such nominee to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners a successor Depositary or a nominee of such Series successor Depositary. Certificated Notes may be presented for registration of transfer or Class shall be exercised only through exchange at the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository office or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest agency provided for in the Certificates of such Series or Class Indenture, as supplemented and has delivered such instructions to the Trusteeamended. (c) Each Depository for a Global Security must, If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time of its designation and at all times while it serves as such Depository, the Depositary shall no longer be a Clearing Agency clearing agency registered under the Securities Exchange Act and any of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within sixty (60) days after the Company receives such notice or becomes aware of such condition, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Certificated Notes, shall authenticate and deliver Certificated Notes in an aggregate principal amount equal to the principal amount of the Global Security or Notes held by the Depositary in exchange therefor. (d) The Company may at any time and in its sole discretion determine that all or any portion, in authorized denominations, of the Notes issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Notes. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Certificated Notes, shall authenticate and deliver Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Security or Notes in exchange therefor. (e) Except as may be otherwise provided in an Officers' Certificate or Company Order subsequently delivered to the Trustee and except as specifically provided in Section 2.09(c) or 2.09(d) hereof, interests in the Notes represented by a Global Security will not be exchangeable for and will otherwise not be issuable in the form of Certificated Notes. Upon the occurrence in respect of any Global Security of any one or more of the conditions specified in Section 2.09(c) or 2.09(d) hereof or as may otherwise be provided in an Officers' Certificate or Company Order subsequently delivered to the Trustee, such Global Security shall be cancelled by the Trustee and Certificated Notes issued in exchange for a Global Security shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect Participants or otherwise, shall instruct the Trustee. Unless otherwise specified in such instructions, the Trustee shall deliver such Certificated Notes to the Persons in which names such Certificated Notes are so registered. If the Certificated Notes are so delivered, the Company may make such changes to the form of such Notes as are necessary or appropriate to allow for the issuance of such Certificated Notes. Notwithstanding any other provision of the Indenture, unless otherwise provided in an Officers' Certificate or Company Order subsequently delivered to the Trustee, any Note authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security shall also be a Global Security and shall bear the legends specified in Section 2.09(a) hereof, except for any transfer of a Global Security pursuant to this Section 2.09.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (10) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in full force the amount, of Outstanding Securities represented thereby shall be made in such manner and effect; (ii) upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the Certificate Registrar provisions of Sections 303, 304 and 305, the Trustee shall be entitled to deal with deliver and redeliver any Global Security in the Depository for all purposes of this Trust Agreement (including the distribution of principal of, manner and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions given by the Person or directions of Holders of a Persons specified percentage of the aggregate Voting Rights of a Series therein or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.shall be

Global Securities. (a) The Trust Preferred Securities may be ----------------- issued in the form of one or more Global Securities. If the Supplement provides that a Series (Trust Preferred Securities are to be issued in the form of one or Class within such Series) of Certificates shall be held by the Depository in book-entry formmore Global Securities, then an Administrative Trustee on behalf of the Depositor Trust shall execute and, upon receipt of a Depositor Order, and the Property Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, amount equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, Liquidation Amount of all of the Certificates of such Series or Class Trust Preferred Securities to be represented by such one or more issued in the form of Global SecuritiesSecurities and not yet cancelled, (ii) shall be registered in the name of the Depository Depositary for such Global Security or Securities or the nominee of such DepositoryDepositary, and (iii) shall be delivered by the Property Trustee to such Depository Depositary or pursuant to such DepositoryDepositary's instruction and (iv) instructions. Global Securities shall bear a legend substantially to the following effect: "UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY FOR REGISTRATION OF TRANSFERThis Trust Preferred Security is a Global Security within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, EXCHANGE OR PAYMENTa New York corporation (the "Depositary"), AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY or a nominee of the Depositary. This Trust Preferred Security is exchangeable for Trust Preferred Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Trust Preferred Security (AND ANY PAYMENT IS MADE TO A NOMINEE OF THE DEPOSITORYother than a transfer of this Trust Preferred Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Trust Preferred Security Certificate is presented by an authorized representative of the Depositary to CNG Capital Trust I or its agent for registration of transfer, exchange or payment, and any Trust Preferred Security Certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBYinasmuch as the registered owner hereof, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORYCede & Co., has an interest herein." (b) No Holder " Trust Preferred Securities not represented by a Global Security issued in exchange for all or a part of a Certificate Global Security pursuant to this Section 7.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver such Trust Preferred Securities not represented by a Global Security to the Persons in whose names such definitive Trust Preferred Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in Global Securities is exchanged for Trust Preferred Securities not represented by a Global Security, redeemed, cancelled or transferred to a transferee who receives Trust Preferred Securities not represented by a Global Security therefor or any Trust Preferred Security not represented by a Global Security is exchanged or transferred for part of Global Securities, the principal amount of such Series Global Securities shall, in accordance with the standing procedures of the Depositary, be reduced or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesincreased, except as provided in Section 5.10. Unless the case may be, and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 an endorsement shall be in full force and effect; (ii) made on such Global Securities by the Certificate Registrar Property Trustee to reflect such reduction or increase. The Trust and the Property Trustee shall be entitled to may for all purposes, including the making of payments due on the Trust Preferred Securities, deal with the Depository Depositary as the authorized representative of the Holders for all the purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) exercising the rights of Beneficial Owners Holders hereunder. The rights of such Series or Class shall be exercised only through the Depository and owner of any beneficial interest in a Global Security shall be limited to those established by law and agreements between such Beneficial Owners owners and depository participants provided, that no such agreement shall give any rights to any Person against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Trust Preferred Securities in global form with respect to any particular matter shall not be deemed inconsistent to the extent they do not represent an amount of Trust Preferred Securities in excess of those held in the name of the Depositary or its nominee. If at any time the Depositary for any Trust Preferred Securities represented by one or more Global Securities notifies the Trust that it is unwilling or unable to continue as Depositary for such Trust Preferred Securities or if at any time the Depositary for such Trust Preferred Securities shall no longer be eligible to act as such under the Exchange Act, the Trust shall appoint a successor Depositary with respect to such Trust Preferred Securities. If a successor Depositary for such Trust Preferred Securities is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trust's election that such Trust Preferred Securities be represented by one or more Global Securities shall no longer be effective and the Depository Trust shall execute, and the Property Trustee will authenticate and deliver, Trust Preferred Securities in definitive registered form, in any authorized denominations, in an aggregate Liquidation Amount equal to the principal amount of the Global Security representing such Trust Preferred Securities in exchange for such Global Security. The Trust may at any time and in its sole discretion determine that the Trust Preferred Securities issued in the form of one or its Participants; and (v) whenever more Global Securities shall no longer be represented by a Global Security. In such event the Trust shall execute, and the Property Trustee, shall authenticate and deliver, Trust Preferred Securities in definitive registered form, in any authorized denominations, in an aggregate Liquidation Amount equal to the principal amount of the Global Security representing such Trust Preferred Securities, in exchange for such Global Security. Notwithstanding any other provisions of this Trust Agreement requires or permits actions (other than the provisions set forth in Section 7.9), Global Securities may not be transferred as a whole except by the Depositary to be taken based upon instructions or directions of Holders of a specified percentage nominee of the aggregate Voting Rights Depositary or by a nominee of a Series or Class, the Depository shall be deemed to represent such percentage only Depositary to the extent that it has received instructions Depositary or another nominee of the Depositary or by the Depositary or any such nominee to such effect from Beneficial Owners a successor Depositary or a nominee of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions successor Depositary. Subject to the Trustee. (c) Each Depository for third preceding paragraph, interests of beneficial owners in a Global Security must, at may be transferred or exchanged for Trust Preferred Securities not represented by a Global Security and Trust Preferred Securities not represented by a Global Security may be transferred or exchange for Global Securities in accordance with rules of the time Depositary and the provisions of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulationSection 7.9.

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation and at all times while it serves Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. ------------------------------------------ The Bank of New York, as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.Trustee By: -------------------------------------- Authorized Signatory Dated: ----------------------------------- ARTICLE III THE SECURITIES

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in contemplated by Section 5.10. Unless 301, then, notwithstanding Clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Company Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Section 203. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Wilmington Trust, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.National Association By:

Global Securities. (a) If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository for such Every Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated and delivered by the Trustee to such Depository or pursuant to such Depository's instruction and (iv) hereunder shall bear a legend in substantially to the following effectform: "UNLESS THIS SECURITY IS A GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WITHIN THE MEANING OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, INDENTURE HEREINAFTER REFERRED TO AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO DEPOSITARY OR A NOMINEE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREINTHEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE DEPOSITORY TO A NOMINEE OF NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH SUCCESSOR DEPOSITORY." (b) No Holder LIMITED CIRCUMSTANCES. If Securities of a Certificate series are issuable in whole or in part in the form of such Series one or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesmore Global Securities, except as provided in specified as contemplated by Section 5.10. Unless 301, then, notwithstanding clause (9) of Section 301 and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Partnership Order. Any instructions by the Partnership with respect to endorsement or delivery or redelivery of a Global Security shall be in full force a Partnership Order (which need not comply with Section 102 and effect; (ii) the Certificate Registrar and the Trustee shall need not be entitled to deal with the Depository for all purposes accompanied by an Opinion of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder Counsel). The provisions of the Certificates last sentence of such Series or Class, and Section 303 shall have no obligation apply to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) the rights of Beneficial Owners of such Series or Class shall be exercised only through the Depository and shall be limited to those established Security represented by law and agreements between such Beneficial Owners and the Depository or its Participants; and (v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for a Global Security mustif such Security was never issued and sold by the Partnership and the Partnership delivers to the Trustee the Global Security together with a Partnership Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, at as the time case may be, in the principal amount of its designation Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. SECTION 205. Form of Trustee's Certificate and at all times while it serves as such DepositoryAuthorization. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. _______________________________________, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulation.As Trustee By: ____________________________________ Authorized Officer ARTICLE III THE SECURITIES

Global Securities. (a) The Trust Preferred Securities may be issued in the form of one or more Global Securities. If the Supplement provides that a Series (Trust Preferred Securities are to be issued in the form of one or Class within such Series) of Certificates shall be held by the Depository in book-entry formmore Global Securities, then an Administrative Trustee on behalf of the Depositor Trust shall execute and, upon receipt of a Depositor Order, and the Property Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, amount equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, Liquidation Amount of all of the Certificates of such Series or Class Trust Preferred Securities to be represented by such one or more issued in the form of Global SecuritiesSecurities and not yet cancelled, (ii) shall be registered in the name of the Depository Depositary for such Global Security or Securities or the nominee of such DepositoryDepositary, and (iii) shall be delivered by the Property Trustee to such Depository Depositary or pursuant to such Depository's instruction and (iv) Depositary’s instructions. Global Securities shall bear a legend substantially to the following effect: "UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER“This Trust Preferred Security is a Global Security within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, EXCHANGE OR PAYMENTa New York corporation (the “Depositary”), AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY or a nominee of the Depositary. This Trust Preferred Security is exchangeable for Trust Preferred Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Trust Preferred Security (AND ANY PAYMENT IS MADE TO A NOMINEE OF THE DEPOSITORYother than a transfer of this Trust Preferred Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Trust Preferred Security Certificate is presented by an authorized representative of the Depositary to CSX Capital Trust I or its agent for registration of transfer, exchange or payment, and any Trust Preferred Security Certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBYinasmuch as the registered owner hereof, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORYCede & Co., has an interest herein." (b) No Holder ” Trust Preferred Securities not represented by a Global Security issued in exchange for all or a part of a Certificate Global Security pursuant to this Section 7.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver such Trust Preferred Securities not represented by a Global Security to the Persons in whose names such definitive Trust Preferred Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in Global Securities is exchanged for Trust Preferred Securities not represented by a Global Security, redeemed, cancelled or transferred to a transferee who receives Trust Preferred Securities not represented by a Global Security therefor or any Trust Preferred Security not represented by a Global Security is exchanged or transferred for part of Global Securities, the principal amount of such Series Global Securities shall, in accordance with the standing procedures of the Depositary, be reduced or Class will receive a Definitive Certificate representing such Holder's interest in such Certificate or Certificatesincreased, except as provided in Section 5.10. Unless the case may be, and until Definitive Certificates have been issued to Holders of such Series or Class pursuant to Section 5.10: (i) the provisions of this Section 5.08 an endorsement shall be in full force and effect; (ii) made on such Global Securities by the Certificate Registrar Property Trustee to reflect such reduction or increase. The Trust and the Property Trustee shall be entitled to may for all purposes, including the making of payments due on the Trust Preferred Securities, deal with the Depository Depositary as the authorized representative of the Holders for all the purposes of this Trust Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests in such Series or Class; (iii) to the extent that the provisions of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08 shall control; (iv) exercising the rights of Beneficial Owners Holders hereunder. The rights of such Series or Class shall be exercised only through the Depository and owner of any beneficial interest in a Global Security shall be limited to those established by law and agreements between such Beneficial Owners owners and depository participants provided, that no such agreement shall give any rights to any Person against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Trust Preferred Securities in global form with respect to any particular matter shall not be deemed inconsistent to the extent they do not represent an amount of Trust Preferred Securities in excess of those held in the name of the Depositary or its nominee. If at any time the Depositary for any Trust Preferred Securities represented by one or more Global Securities notifies the Trust that it is unwilling or unable to continue as Depositary for such Trust Preferred Securities or if at any time the Depositary for such Trust Preferred Securities shall no longer be eligible to act as such under the Exchange Act, the Trust shall appoint a successor Depositary with respect to such Trust Preferred Securities. If a successor Depositary for such Trust Preferred Securities is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trust’s election that such Trust Preferred Securities be represented by one or more Global Securities shall no longer be effective and the Depository Trust shall execute, and the Property Trustee will authenticate and deliver, Trust Preferred Securities in definitive registered form, in any authorized denominations, in an aggregate Liquidation Amount equal to the principal amount of the Global Security representing such Trust Preferred Securities in exchange for such Global Security. The Trust may at any time and in its sole discretion determine that the Trust Preferred Securities issued in the form of one or its Participants; and (v) whenever more Global Securities shall no longer be represented by a Global Security. In such event the Trust shall execute, and the Property Trustee, shall authenticate and deliver, Trust Preferred Securities in definitive registered form, in any authorized denominations, in an aggregate Liquidation Amount equal to the principal amount of the Global Security representing such Trust Preferred Securities, in exchange for such Global Security. Notwithstanding any other provisions of this Trust Agreement requires or permits actions (other than the provisions set forth in Section 7.9), Global Securities may not be transferred as a whole except by the Depositary to be taken based upon instructions or directions of Holders of a specified percentage nominee of the aggregate Voting Rights Depositary or by a nominee of a Series or Class, the Depository shall be deemed to represent such percentage only Depositary to the extent that it has received instructions Depositary or another nominee of the Depositary or by the Depositary or any such nominee to such effect from Beneficial Owners a successor Depositary or a nominee of such Series or Class or Participants in such Depository's system owning or representing, respectively, such required percentage of successor Depositary. Subject to the beneficial interest limitations set forth in the Certificates three preceding paragraphs, interests of such Series or Class and has delivered such instructions to the Trustee. (c) Each Depository for beneficial owners in a Global Security must, at may be transferred or exchanged for Trust Preferred Securities not represented by a Global Security and Trust Preferred Securities not represented by a Global Security may be transferred or exchange for Global Securities in accordance with rules of the time Depositary and the provisions of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under the Exchange Act and any other applicable statute or regulationSection 7.9.