Common use of Section 201 Forms Generally Clause in Contracts

Section 201 Forms Generally. Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in the form established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Securities or Coupons, as evidenced by their execution of such Securities or Coupons. Section 202. Form of Trustee's Certificate of Authentication. Subject to Section 612, 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

Section 201 Forms Generally. Each Registered Security, Bearer Security, Coupon Security and temporary or permanent global Global Security or Definitive Security issued pursuant to this Indenture shall be in the form established by or pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded or as may, consistently herewith, be determined by the Officers executing such Security or Coupon as evidenced by their execution of such Security or CouponSecurity. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Couponscoupons and shall not be issuable upon the exercise of warrants. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the Officers of the General Partner executing such Securities or CouponsSecurities, as evidenced by their execution of such Securities or CouponsSecurities. Section 202. 202 Form of Trustee's ’s Certificate of Authentication. Subject to Section 612, the Trustee's ’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------U.S. BANK NATIONAL ASSOCIATION, as Trustee By -------------------------------------- Authorized OfficerSignatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture, a supplement to this Indenture or any Securities, the Securities shall be issuable in permanent global form. If Securities of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, redemptions or transfer of beneficial interests from one Global Security to another Global Security. Any endorsement of any Global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or Section 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities as is represented by a Global Security in the case of a Global Security in registered form, the Holder of such Global Security in registered form. Each Global Security shall bear a legend in substantially the following form (unless otherwise specified by the Depositary): “THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.”

Section 201 Forms Generally. Each Registered Security, Bearer Security, Coupon The Securities and temporary or permanent global Security issued pursuant to this Indenture the Trustee’s certificates of authentication shall be in substantially the form established by or pursuant to a Board Resolution or forms set forth in one or more indentures supplemental heretothis Article, shall have with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto Note Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or depositary thereof or as may, consistently herewith, be determined by the Officers officers executing such Security or Coupon Securities, as evidenced by their execution of such Security or Couponthe Securities. Unless otherwise provided in or pursuant to this Indenture or any Securities, the The definitive Securities shall be issuable in registered form without Coupons. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the Officers officers executing such Securities or CouponsSecurities, as evidenced by their execution of such Securities. In certain cases described elsewhere herein, the legends set forth in the first four paragraphs of Section 202 may be omitted from Securities issued hereunder. Original Securities offered and sold in their initial distribution shall be initially issued in the form of one or Coupons. more Global Securities in definitive, fully registered form without interest coupons, substantially in the form of Security set forth in Sections 202 and 203, with such applicable legends as are provided for in Section 202, except as otherwise permitted herein. Form Such Global Securities shall be registered in the name of the Holders or their nominees and deposited with the Trustee's Certificate , at its Corporate Trust Office, as custodian for the Holders, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for credit to the respective accounts of Authenticationthe Holders. Subject The aggregate principal amount of the Global Security may from time to Section 612time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Holders, in connection with a corresponding decrease or increase in the aggregate principal amount of the Global Security, as hereinafter provided. Securities issued in exchange for a Global Security or any portion thereof shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Trustee shall designate and shall bear any legend required hereunder. Any Global Security to be exchanged in whole shall be surrendered. With regard to any Global Security to be exchanged in part, either such Global Security shall be surrendered for exchange or the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon such surrender or adjustment, the Trustee's certificate of authentication Trustee shall be in substantially authenticate and deliver 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 OfficerSecurity issuable on such exchange.

Section 201 Forms Generally. Each Registered Security, Bearer Security, Coupon Security and temporary or permanent global Global Security or Definitive Security issued pursuant to this Indenture shall be in the form established by or pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Officers executing such Security or Coupon as evidenced by their execution of such Security or CouponSecurity. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Couponscoupons and shall not be issuable upon the exercise of warrants. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the Officers of the Company executing such Securities or CouponsSecurities, as evidenced by their execution of such Securities or CouponsSecurities. Section 202. 202 Form of Trustee's ’s Certificate of Authentication. Subject to Section 612, the Trustee's ’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By -------------------------------------- Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in permanent global form. If Securities of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, redemptions or transfer of beneficial interests from one Global Security to another Global Security. Any endorsement of any Global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or Section 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Global Security shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities as is represented by a Global Security in the case of a Global Security in registered form, the Holder of such Global Security in registered form. Each Global Security shall bear a legend in substantially the following form (unless otherwise specified by the Depositary): “THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.”

Section 201 Forms Generally. Each Registered Security, Bearer Security, Coupon The Securities and temporary or permanent global Security issued pursuant to this Indenture the Trustee’s certificates of authentication shall be in substantially the form established by or pursuant to a Board Resolution or forms set forth in one or more indentures supplemental heretothis Article, shall have with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto Note Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or depositary thereof or as may, consistently herewith, be determined by the Officers officers executing such Security or Coupon Securities, as evidenced by their execution of such Security or Couponthe Securities. Unless otherwise provided in or pursuant to this Indenture or any Securities, the The definitive Securities shall be issuable in registered form without Coupons. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the Officers officers executing such Securities or CouponsSecurities, as evidenced by their execution of such Securities. The legends set forth in Section 202 may not be omitted from Securities issued hereunder at any time. Original Securities offered and sold in their initial distribution shall be initially issued in the form of one or Coupons. more Global Securities in definitive, fully registered form without interest coupons, substantially in the form of Security set forth in Sections 202 and 203, with such applicable legends as are provided for in Section 202. Form Such Global Securities shall be registered in the name of the Holders or their nominees and deposited with the Trustee's Certificate , at its Corporate Trust Office, as custodian for the Holders, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for credit to the respective accounts of Authenticationthe Holders. Subject The aggregate principal amount of the Global Security may from time to Section 612time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Holders, in connection with a corresponding decrease or increase in the aggregate principal amount of the Global Security, as hereinafter provided. Securities issued in exchange for a Global Security or any portion thereof shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Trustee shall designate and shall bear any legend required hereunder. Any Global Security to be exchanged in whole shall be surrendered. With regard to any Global Security to be exchanged in part, either such Global Security shall be surrendered for exchange or the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon such surrender or adjustment, the Trustee's certificate of authentication Trustee shall be in substantially authenticate and deliver 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 OfficerSecurity issuable on such exchange.

Section 201 Forms Generally. Each The Registered SecuritySecurities, if any, of each series and the Bearer SecuritySecurities, Coupon if any, of each series and related coupons shall be in substantially the form (including temporary or permanent global Security issued pursuant to this Indenture form) as shall be in the form established by or pursuant to a Board Resolution of the Company or in one or more indentures supplemental hereto, shall have in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with law, or with the rules of any securities exchange or to conform to general usage, all as may, consistently herewith, be determined by the Officers officers executing such Security Securities or Coupon coupons, as evidenced by their execution of the Securities or coupons. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution of the Company establishing the forms of Securities or coupons of any series (or any such Security temporary global Security) shall be certified by the Secretary or Couponan Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities (or any such temporary global Security) or coupons. Unless otherwise provided specified as contemplated by Section 301, Securities in or pursuant to this Indenture or any Securities, the Securities bearer form shall be issuable in registered form without Couponshave interest coupons attached. Definitive The definitive Securities and definitive Coupons coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the Officers officers executing such Securities or Coupons, as evidenced by their execution of such Securities or Couponscoupons. Section 202. SECTION 202 Form of Trustee's Certificate of Authentication. Subject to Section 612, the The Trustee's certificate of authentication shall be in substantially the following form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By -------------------------------------- By:______________________________ Authorized Officer" SECTION 203 Securities in Global Form. If Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein.

Section 201 Forms Generally. Each Registered Security, Bearer Security, Coupon Security and temporary or permanent global Global Security or Definitive Security issued pursuant to this Indenture shall be in the form established by or pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Officers executing such Security or Coupon as evidenced by their execution of such Security or CouponSecurity. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Couponscoupons and shall not be issuable upon the exercise of warrants. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the Officers of the General Partner executing such Securities or CouponsSecurities, as evidenced by their execution of such Securities or CouponsSecurities. Section 202. 202 Form of Trustee's ’s Certificate of Authentication. Subject to Section 612, the Trustee's ’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By -------------------------------------- Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in permanent global form. If Securities of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, redemptions or transfer of beneficial interests from one Global Security to another Global Security. Any endorsement of any Global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or Section 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Global Security shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities as is represented by a Global Security in the case of a Global Security in registered form, the Holder of such Global Security in registered form. Each Global Security shall bear a legend in substantially the following form (unless otherwise specified by the Depositary): “THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.”

Section 201 Forms Generally. Each The Registered SecuritySecurities, if any, of each series and the Bearer SecuritySecurities, Coupon if any, of each series and temporary or permanent global Security issued pursuant to this Indenture related coupons shall be in substantially the form forms as shall be established by or pursuant to a Board Resolution of the Company or in one or more indentures supplemental hereto, shall have in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Security Company. If the forms of Securities or Coupon as evidenced coupons of any series are established by their execution action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities or coupons. Any portion of the text of any Security or Couponmay be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise provided specified as contemplated by Section 301, Securities in or pursuant to this Indenture or any Securities, the bearer form shall have interest coupons attached. The Trustee’s certificate of authentication on all Securities shall be issuable in registered substantially the form without Couponsset forth in this Article. Definitive The definitive Securities and definitive Coupons coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel steel-engraved borders or may be produced in any other manner, all as determined by the Officers officers executing such Securities or CouponsSecurities, as evidenced by their execution of such Securities or Couponscoupons. A Security may be in substantially the form attached as Exhibit A hereto, or a Security may be in any form established by or pursuant to authority granted by one or more Board Resolutions and set forth in an Officers’ Certificate or supplemental indenture pursuant to Section 202301. SECTION 202 Form of Trustee's ’s Certificate of Authentication. Subject to Section 612611, the Trustee's ’s certificate of authentication shall be in substantially the following form: Dated: __________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------_______________________________________, as Trustee By -------------------------------------- By: ____________________________________ Authorized OfficerOfficer SECTION 203 Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (9) of Section 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

Section 201 Forms Generally. Each The Registered SecuritySecurities, if any, of each series and the Bearer SecuritySecurities, Coupon if any, of each series and related coupons shall be in substantially the form (including temporary or permanent global Security issued pursuant to this Indenture form) as shall be in the form established by or pursuant to a Board Resolution of the Company or in one or more indentures supplemental hereto, shall have in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with law, or with the rules of any securities exchange or to conform to general usage, all as may, consistently herewith, be determined by the Officers officers executing such Security Securities or Coupon coupons, as evidenced by their execution of the Securities or coupons. If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution of the Company establishing the forms of Securities or coupons of any series (or any such Security temporary global Security) shall be certified by the Secretary or Couponan Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities (or any such temporary global Security) or coupons. Unless otherwise provided specified as contemplated by Section 301, Securities in or pursuant to this Indenture or any Securities, the Securities bearer form shall be issuable in registered form without Couponshave interest coupons attached. Definitive The definitive Securities and definitive Coupons coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the Officers officers executing such Securities or Coupons, as evidenced by their execution of such Securities or Couponscoupons. Section 202. 202 Form of Trustee's Certificate of Authentication. Subject to Section 612, the The Trustee's certificate of authentication shall be in substantially the following form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By -------------------------------------- By:______________________________________ Authorized Officer." Section 203 Securities in Global Form. If Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein.

Section 201 Forms Generally. Each The Registered SecuritySecurities, if any, of each series and the Bearer SecuritySecurities, Coupon if any, of each series and temporary or permanent global Security issued pursuant to this Indenture related coupons shall be in substantially the form forms as shall be established by or pursuant to a Board Resolution of the Company or in one or more indentures supplemental hereto, shall have in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Security Company. If the forms of Securities or Coupon as evidenced coupons of any series are established by their execution action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities or coupons. Any portion of the text of any Security or Couponmay be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise provided specified as contemplated by Section 301, Securities in or pursuant to this Indenture or any Securities, the bearer form shall have interest coupons attached. The Trustee's certificate of authentication on all Securities shall be issuable in registered substantially the form without Couponsset forth in this Article. Definitive The definitive Securities and definitive Coupons coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel steel-engraved borders or may be produced in any other manner, all as determined by the Officers officers executing such Securities or CouponsSecurities, as evidenced by their execution of such Securities or Couponscoupons. A Security may be in substantially the form attached as Exhibit A hereto, or a Security may be in any form established by or pursuant to authority granted by one or more Board Resolutions and set forth in an Officers' Certificate or supplemental indenture pursuant to Section 301. Section 202. 202 Form of Trustee's Certificate of Authentication. Subject to Section 612611, the Trustee's certificate of authentication shall be in substantially the following form: Dated: ______________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------, as Trustee By -------------------------------------- By: Authorized Officer

Section 201 Forms Generally. Each Registered SecurityThe Convertible Notes, Bearer Securitythe Conversion Notice, Coupon the Holder's Redemption Notice, the Holder's Repayment Acceptance Notice, the Cash Settlement Notice and temporary or permanent global Security issued pursuant to this Indenture the Trustee's certificates of authentication shall be in substantially the form established by or pursuant to a Board Resolution or forms set forth in one or more indentures supplemental heretothis Article Two, shall have with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers officers executing such Security or Coupon Convertible Notes, as evidenced by their execution of such Security or Couponthe Convertible Notes. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons. Definitive Securities and definitive Coupons The Convertible Notes shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Convertible Notes may be listed, all as determined by the Officers officers executing such Securities or CouponsConvertible Notes, as evidenced by their execution of such Securities or CouponsConvertible Notes. Section 202. Form of Trustee's Certificate of Authentication. Subject to Section 612, the The Trustee's certificate of authentication shall be in substantially the following form set forth in Section 204. Convertible Notes offered and sold as part of their initial distribution in reliance on Regulation S under the Securities Act shall be represented by beneficial interests in a global certificate in definitive, fully registered form: This is one , substantially in the form set forth herein, with such applicable legends as are provided for in Section 202. Such global certificate, duly executed and authenticated by the Trustee as herein provided, shall be deposited with the Trustee, as custodian for, and registered in the name of, Cede & Co. (or its successor nominee), as nominee for The Depository Trust Company ("DTC"), for the accounts of Euroclear and Clearstream. Such global certificate shall be referred to herein as the "Reg S Global Note". The aggregate principal amount of the Securities Reg S Global Note may from time to time be increased or decreased by adjustments made on the records of the series designated therein referred Trustee, at its Corporate Trust Office as custodian for DTC for such Global Note, as provided in Section 305. Convertible Notes offered and sold as part of their initial distribution in reliance on Rule 144A under the Securities Act ("Restricted Securities") to Persons who are "qualified institutional buyers", as defined in Rule 144A under the Securities Act ("QIBs"), shall be represented by beneficial interests in a global certificate (the "Restricted Global Note") in definitive, fully registered form, substantially in the within-mentioned Indentureform set forth herein, with such applicable legends as are provided for in Section 202. -------------------------------------The Restricted Global Note, duly executed by the Company and authenticated by the Trustee as hereinafter provided, shall be deposited with the Trustee, at its Corporate Trust Office, as Trustee By -------------------------------------- Authorized Officercustodian for DTC and registered in the name of Cede & Co. (or its successor nominee), as nominee for DTC. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Note, as provided in Section 305.

Section 201 Forms Generally. Each Registered Security, Bearer Security, Coupon Security and temporary or permanent global Global Security or Definitive Security issued pursuant to this Indenture shall be in the form established by or pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded or as may, consistently herewith, be determined by the Officers executing such Security or Coupon as evidenced by their execution of such Security or CouponSecurity. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Couponscoupons and shall not be issuable upon the exercise of warrants. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the Officers of the general partner of the Company executing such Securities or CouponsSecurities, as evidenced by their execution of such Securities or CouponsSecurities. Section 202. 202 Form of Trustee's ’s Certificate of Authentication. Subject to Section 612, the Trustee's ’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By -------------------------------------- Authorized Signatory Dated: Section 203 Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in permanent global form. If Securities of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, redemptions or transfer of beneficial interests from one Global Security to another Global Security. Any endorsement of any Global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or Section 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Global Security shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities as is represented by a Global Security in the case of a Global Security in registered form, the Holder of such Global Security in registered form. Each Global Security shall bear a legend in substantially the following form (unless otherwise specified by the Depositary): “THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.”