Common use of Exchange Offer Clause in Contracts

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not (x) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Notes so accepted Unrestricted Certificated Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not certify in the applicable Letters of Transmittal that (x) brokerthey are not Broker-dealers Dealers, (excluding broker-dealers that acquired such beneficial interests y) they are not participating in Restricted Global a distribution of the Exchange Notes as a result of market-making activities or other trading activities and (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their z) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon Promptly after the occurrence expiration of an the Registered Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers Company shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (iA) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the sum of (1) the principal amount of the beneficial interests in the Restricted Global Notes validly tendered for acceptance by Persons that are not (x) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof)), (y) Persons participating certify in the distribution applicable Letters of Transmittal that they are entitled to participate under the Registered Exchange Notes or (z) Persons who are affiliates of Offer pursuant to the Company terms thereof, and accepted for exchange in the Registered Exchange Offer, and (2) the principal amount of Definitive Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Registered Exchange Offer pursuant to Section 2.06(d)(ii), and (iiB) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the Registered Exchange OfferOffer (other than Definitive Notes described in clause (A)(2) immediately above). Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers Company shall execute and and, upon receipt of an Authentication Order pursuant to Section 2.02, the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with respect to the Notes of a Registration Rights Agreementseries, the Issuers shall will issue and, upon receipt a written order of an authentication order in accordance with Section 2.02the Company, the Trustee shall authenticate will authenticate: (ia) one or more Unrestricted Global Notes (accompanied by a notation of such series not bearing the Guarantees duly endorsed by the Subsidiary Guarantors) Private Placement Legend in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered of such series bearing the Private Placement Legend that are accepted for acceptance exchange in the Exchange Offer by Persons that (i) are not Participating Broker-Dealers, (xii) broker-dealers are not participating in a distribution of the Exchange Notes and (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their iii) are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Issuers, as evidenced by an Officer’s Certificate from the Issuers to such effect; or (b) one or more Definitive Notes or (z) Persons who are affiliates of such series not bearing the Company and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) Private Placement Legend in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes of such series bearing the Private Placement Legend that are accepted for exchange in the Exchange OfferOffer by Persons that (i) are not Participating Broker-Dealers, (ii) are not participating in a distribution of the Exchange Notes and (iii) are not affiliates (as defined in Rule 144) of the Issuers, as evidenced by an Officer’s Certificate from the Issuers to such effect. Concurrently with the issuance of such Notes, the Trustee shall will cause the aggregate principal amount of the applicable Restricted Global Notes bearing the Private Placement Legend to be reduced accordingly, and the Issuers shall Company will execute and the Trustee shall will authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes not bearing the Private Placement Legend in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a the applicable Registration Rights Agreement, the Issuers Issuer shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not certify in the applicable Letters of Transmittal or in an Agent’s Message that (x) brokerthey are not Participating Broker-dealers Dealers, (excluding broker-dealers that acquired such beneficial interests y) they are not participating in Restricted Global a distribution of the Exchange Notes as a result of market-making activities or other trading activities and (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their z) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company Issuer, and accepted for exchange in the an Exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the an Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers Issuer shall execute and the Trustee shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate applicable principal amount. Any Notes that remain outstanding after the consummation of an Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers Issuer shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not certify in the applicable Letters of Transmittal or in an Agent’s Message that (x) brokerthey are not Participating Broker-dealers Dealers, (excluding broker-dealers that acquired such beneficial interests y) they are not participating in Restricted Global a distribution of the Exchange Notes as a result of market-making activities or other trading activities and (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their z) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company Issuer, and accepted for exchange in the an Exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the an Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers Issuer shall execute and the Trustee shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate applicable principal amount. Any Notes that remain outstanding after the consummation of an Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a the applicable Registration Rights Agreement, the Issuers Company shall issue and, upon receipt of an authentication order Authentication Order and Opinion of Counsel in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of not bearing the Guarantees duly endorsed by the Subsidiary Guarantors) Restricted Notes Legend in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letter of Transmittal that (A) they are not (x) brokerBroker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes Dealers who acquired directly from the Issuers or any Issuer, (B) they are not participating in a distribution of their the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company and accepted for exchange in the Exchange Offer Issuer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of not bearing the Guarantees duly endorsed by the Subsidiary Guarantors) Restricted Notes Legend in an aggregate principal amount equal to the principal amount of the Restricted Certificated Notes tendered for acceptance by Persons that certify in the applicable Letter of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes bearing the Restricted Notes Legend to be reduced accordingly, and the Issuers Issuer shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes bearing the Restricted Certificated Notes Legend so accepted Unrestricted Certificated Definitive Notes not bearing the Restricted Notes Legend in the appropriate applicable principal amount. Any Initial Notes that remain outstanding after the consummation of an Exchange Offer, and Exchange Notes issued in connection with an Exchange Offer, shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not (x) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof))dealers, (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates (as defined in Rule 144) of the Company Partnership and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Notes accepted for exchange in the Exchange Offer. Concurrently Concurrent with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Notes so accepted Unrestricted Certificated Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.02 hereof, the Trustee shall authenticate authenticate: (i1) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes of the same series tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (A) they are not Participating Broker-Dealers, (xB) broker-dealers they are not participating in a distribution of the Exchange Notes and (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their C) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company Issuers and accepted for exchange in the Exchange Offer and Offer; and (ii2) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes of the same series tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (A) they are not Participating Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuers and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities of such series of Notes under this Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a the corresponding Registration Rights Agreement, the Issuers Company shall issue and, upon receipt of (A) an authentication order in accordance with Section 2.022.02 hereof and (B) an Opinion of Counsel opining as to the enforceability of the Exchange Notes and the guarantees thereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not (x1) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof))dealers, (y2) Persons participating in the distribution of the Exchange Notes or (z3) Persons who are affiliates (as defined in Rule 144) of the Company and accepted for exchange in the such Exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the such Exchange Offer, unless the Holders of such Restricted Definitive Notes shall request the receipt of Definitive Notes, in which case the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of such Restricted Definitive Notes one or more Definitive Notes without the Private Placement Legend in the appropriate principal amount. Concurrently Concurrent with the issuance of such Unrestricted Global Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers Company shall execute and the Trustee shall authenticate and deliver make available for delivery to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers Issuer shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not certify in the applicable Letters of Transmittal that (x) brokerthey are not Broker-dealers Dealers, (excluding broker-dealers that acquired such beneficial interests y) they are not participating in Restricted Global a distribution of the Exchange Notes as a result of market-making activities or other trading activities and (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their z) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company Issuer, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers Issuer shall execute and the Trustee shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers Issuer shall issue and, upon receipt of an authentication order Issuer Order in accordance with Section 2.022.4 of the Indenture, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons persons that are not certify in the applicable Letters of Transmittal or via the Depositary’s book-entry system that (x) they are not broker-dealers dealers, (excluding broker-dealers that acquired such beneficial interests y) they are not participating in Restricted Global a distribution of the Exchange Notes as a result of market-making activities or other trading activities and (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their z) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company Issuer, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the Exchange Offer. In addition, if pursuant to the Registration Rights Agreement, any Holder is entitled to receive Private Exchange Notes simultaneously with the consummation of the Exchange Offer and so requests, the Issuer shall issue and, upon receipt of an Issuer Order in accordance with Section 2.4 of the Indenture, the Trustee shall authenticate (i) one or more Restricted Global Notes that are identical in all material respects to the Exchange Notes, except for the Private Placement Legend, in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Private Exchange and (ii) Restricted Definitive Notes that are identical in all material respects to the Exchange Notes, except for the Private Placement Legend, in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Private Exchange. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers Issuer shall execute and the Trustee shall authenticate and deliver make available for delivery to the Persons persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.02 hereof, the Trustee shall authenticate authenticate: (i1) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered accepted for acceptance exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Participating Broker-Dealers, (xB) broker-dealers they are not participating in a distribution of the Exchange Notes and (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their C) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or Issuers; and (z) Persons who are affiliates of the Company and accepted for exchange in the Exchange Offer and (ii2) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the Exchange OfferOffer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Participating Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuers. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.2, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not certify in the applicable Letters of Transmittal that (x) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their they are not affiliates (as defined in Rule 144) thereof))of the Issuers, (y) Persons participating in the they are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any Person to participate in, a distribution of the Exchange Series B Notes or (z) Persons who are affiliates of the Company and accepted for exchange to be issued in the Exchange Offer and (z) they are acquiring the Series B Notes in their ordinary course of business and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Global Notes so accepted Unrestricted Certificated Global Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not (x) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company Partnership and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Notes accepted for exchange in the Exchange Offer. Concurrently Concurrent with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Notes so accepted Unrestricted Certificated Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers Company shall issue and, upon receipt of an a Company Order for the authentication order of Securities in accordance with Section 2.023.3, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes Securities tendered for acceptance by Persons that are not certify in the applicable Letters of Transmittal that (x) brokerthey are not Broker-dealers Dealers, (excluding broker-dealers that acquired such beneficial interests y) they are not participating in Restricted Global Notes as a result distribution of market-making activities or other trading activities the Exchange Securities and (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their z) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company Company, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) Bearer Securities in an aggregate principal amount equal to the principal amount of the Restricted Certificated Notes Bearer Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such NotesSecurities, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes Securities to be reduced accordingly, and the Issuers Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Notes Bearer Securities so accepted Unrestricted Certificated Notes Bearer Securities in the appropriate principal amount. Any Securities of each series that remain outstanding after the consummation of the Exchange Offer, and Exchange Securities of such series issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a the applicable Registration Rights Agreement, the Issuers shall will issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.02 hereof, the Trustee shall authenticate will authenticate: (i1) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered accepted for acceptance exchange in the Exchange Offer by Persons that certify in accordance with the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (xB) broker-dealers they are not participating in a distribution of the Exchange Notes and (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their C) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or Issuers; and (z) Persons who are affiliates of the Company and accepted for exchange in the Exchange Offer and (ii2) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the Exchange OfferOffer by Persons that certify in accordance with the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuers. Concurrently with the issuance of such Notes, the Trustee shall will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall will execute and the Trustee shall will authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a the applicable Registration Rights Agreement, the Issuers Company shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.023.03, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes Securities tendered for acceptance by Persons that are not certify in the applicable Letters of Transmittal that (x) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their they are not affiliates (as defined in Rule 144) thereof))of the Company, (y) Persons participating in the they are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes or Securities to be issued in such Exchange Offer and (z) Persons who they are affiliates of the Company and accepted for exchange in acquiring the Exchange Offer Securities in their ordinary course of business and (ii) Unrestricted Certificated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) Definitive Securities in an aggregate principal amount equal to the principal amount of the Restricted Certificated Notes Definitive Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such NotesSecurities, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes Securities to be reduced accordingly, and the Issuers Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Notes Global Securities so accepted Unrestricted Certificated Notes Global Securities in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange -------------- Offer in accordance with a the Registration Rights Agreement, the Issuers Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons persons that are not (x) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof))dealers, (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates (as defined in Rule 144) of the Company and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the Exchange Offer. Concurrently Concurrent with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers shall Company will issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.02 hereof, the Trustee shall authenticate will authenticate: (i1) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered Securities accepted for acceptance exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (xB) broker-dealers they are not participating in a distribution of the Exchange Securities and (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their C) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or Company; and (z) Persons who are affiliates of the Company and accepted for exchange in the Exchange Offer and (ii2) Unrestricted Certificated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) Definitive Securities in an aggregate principal amount equal to the principal amount of the Restricted Certificated Notes Definitive Securities accepted for exchange in the Exchange OfferOffer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Securities and (C) they are not affiliates (as defined in Rule 144) of the Company. Concurrently with the issuance of such NotesSecurities, the Trustee shall will cause the aggregate principal amount of the applicable Restricted Global Notes Securities to be reduced accordingly, and the Issuers shall Company will execute and the Trustee shall will authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Notes Definitive Securities so accepted Unrestricted Certificated Notes Definitive Securities in the appropriate principal amountamount and cancel the Restricted Definitive Securities so exchanged in accordance with Section 2.10.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons persons that are not (x) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof))dealers, (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates (as defined in Rule 144) of the Company and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the Exchange Offer. Concurrently Concurrent with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons persons that are not (x) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof))dealers, (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates (as defined in Rule 144) of the Company and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the Exchange Offer. Concurrently Concurrent with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers Company shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.02, the Senior Subordinated Note Trustee shall authenticate (i) one or more Unrestricted Global Senior Subordinated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Senior Subordinated Notes tendered for acceptance by Persons that are not certify in the applicable Letters of Transmittal that (x) they are not broker-dealers dealers, (excluding broker-dealers that acquired such beneficial interests y) they are not participating in Restricted Global a distribution of the Exchange Senior Subordinated Notes as a result of market-making activities or other trading activities and (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their z) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company Company, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Definitive Senior Subordinated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Senior Subordinated Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Senior Subordinated Notes, the Senior Subordinated Note Trustee shall cause the aggregate principal amount of the applicable Restricted Global Senior Subordinated Notes to be reduced accordingly, and the Issuers Company shall execute and the Senior Subordinated Note Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Senior Subordinated Notes so accepted Unrestricted Certificated Definitive Senior Subordinated Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a the applicable Registration Rights Agreement, the Issuers Company shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance in such Exchange Offer by Persons that are not make the representations in the applicable Letter of Transmittal required by Section 6(a)(ii) of the Registration Rights Agreement (xwith respect to the Initial Notes) broker-dealers or the applicable section of the applicable Registration Rights Agreement (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof)with respect to Additional Notes), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company and accepted for exchange in the such Exchange Offer and (ii) subject to Section 2.07(a), Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in such Exchange Offer by Persons that make the representations in the applicable Letters of Transmittal required by Section 6(a)(ii) of the Registration Rights Agreement (with respect to the Initial Notes) or the applicable section of the applicable Registration Rights Agreement (with respect to Additional Notes), and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amountamounts.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.02 hereof and an Officer’s Certificate and an Opinion of Counsel, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not certify in the applicable Letters of Transmittal or through an Agent’s Message through the DTC Automated Tender Offer Program that (x) brokerthey are not Broker-dealers Dealers, (excluding broker-dealers that acquired such beneficial interests y) they are not participating in Restricted Global a distribution of the Exchange Notes as a result of market-making activities or other trading activities and (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their z) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not (x) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company Partnership and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Notes so accepted Unrestricted Certificated Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.02 hereof, the Trustee shall authenticate authenticate: (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the aggregate principal amount of the beneficial interests in the Restricted Global Notes tendered accepted for acceptance exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (xB) broker-dealers they are not participating in a distribution of the Exchange Notes and (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their C) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company and accepted for exchange in the Exchange Offer and an Issuer; and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the aggregate principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the Exchange OfferOffer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of an Issuer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall will authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate aggregate principal amount.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a the corresponding Registration Rights Agreement, the Issuers Issuer shall issue and, upon receipt of (A) an authentication order in accordance with Section 2.022.2 hereof and (B) an Opinion of Counsel opining as to the enforceability of the Exchange Notes and the guarantees thereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not (x1) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof))dealers, (y2) Persons participating in the distribution of the Exchange Notes or (z3) Persons who are affiliates (as defined in Rule 144) of the Company Issuer and accepted for exchange in the such Exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the such Exchange Offer, unless the Holders of such Restricted Definitive Notes shall request the receipt of Definitive Notes, in which case the Issuer shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of such Restricted Definitive Notes one or more Definitive Notes without the Private Placement Legend in the appropriate principal amount. Concurrently Concurrent with the issuance of such Unrestricted Global Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers Issuer shall execute and the Trustee shall authenticate and deliver make available for delivery to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers Issuer shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.03, the Trustee shall authenticate authenticate: (iA) one or more Unrestricted Global Discount Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Discount Notes tendered for acceptance by Persons that certify in the applicable letters of transmittal, among other things, that (i) they are not (x) broker-dealers dealers, (excluding broker-dealers that acquired such beneficial interests ii) they are not participating in Restricted Global a distribution of the Exchange Discount Notes as a result of market-making activities or other trading activities and (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their iii) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company Issuer, and accepted for exchange in the Exchange Offer and Offer; and (iiB) Unrestricted Certificated Definitive Discount Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Discount Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Discount Notes, the Trustee Registrar shall cause the aggregate principal amount of the applicable Restricted Global Discount Notes to be reduced accordingly, and the Issuers Issuer shall execute and the Trustee shall authenticate authenticate, and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Discount Notes so accepted Unrestricted Certificated accepted, Definitive Discount Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Exchange and Registration Rights Agreement, the Issuers shall Issuer will issue and, upon receipt of an authentication order Issuer Authentication Order in accordance with Section 2.022.02 hereof, the Trustee shall authenticate will authenticate: (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered accepted for acceptance exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not (x) broker-dealers dealers, (excluding broker-dealers that acquired such beneficial interests B) they are not participating in Restricted Global a distribution of the Exchange Notes as a result of market-making activities or other trading activities and (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their C) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company and accepted for exchange in the Exchange Offer and Issuer; and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the Exchange OfferOffer by Persons that certify in the applicable Letters of Transmittal that (A) they are not broker-dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer. Concurrently with the issuance of such Notes, the Trustee shall will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall Issuer will execute and the Trustee shall will authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Registered Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers Partnership shall issue and, upon receipt of an authentication order a Partnership Order in accordance with Section 2.02204 of the Base Indenture, the Trustee shall authenticate authenticate: (i1) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered accepted for acceptance exchange in the Registered Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Participating Broker-Dealers or if they are Participating Broker-Dealers, they will deliver a prospectus meeting the requirements of the Securities Act in connection with the resale of Exchange Notes, (xB) broker-dealers they are not participating in a distribution of the Exchange Notes and (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their C) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or Partnership; and (z) Persons who are affiliates of the Company and accepted for exchange in the Exchange Offer and (ii2) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the Registered Exchange OfferOffer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Participating Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Partnership. Concurrently with the issuance of such Notes, the Trustee shall will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall Partnership will execute and the Trustee shall will authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a Registration Rights Agreement, the Issuers Company shall issue and, upon receipt of an authentication order in accordance with Section 2.022.2, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) Securities in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Global Notes Securities tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that they are not (x) brokerBroker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof))Dealers, (y) Persons participating in the distribution of the Exchange Notes Securities or (z) Persons who are affiliates (as defined in Rule 144) of the Company and accepted for exchange in the Exchange Offer and (B) the principal amount of Definitive Securities exchanged or transferred for beneficial interests in Unrestricted Global Securities in connection with the Exchange Offer pursuant to Section 2.6(d)(ii) and (ii) Unrestricted Certificated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) Definitive Securities in an aggregate principal amount equal to the principal amount of the Restricted Certificated Notes Definitive Securities accepted for exchange in the Exchange OfferOffer (other than Definitive Securities described in clause (i)(B) immediately above). Concurrently with the issuance of such NotesSecurities, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes Securities to be reduced accordingly, and the Issuers Company shall execute and and, upon receipt of an authentication order pursuant to Section 2.2, the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Notes Definitive Securities so accepted Unrestricted Certificated Notes Definitive Securities in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes Book-Entry Interests tendered for acceptance by Persons persons that are not (x) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof))dealers, (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates (as defined in Rule 144) of the Company Issuer and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Definitive Registered Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Registered Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordinglyaccordingly and direct the Book-Entry Depositary to make a corresponding reduction in its book-entry system of the corresponding Depositary Interests, and the Issuers Issuer shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Registered Notes so accepted Unrestricted Certificated Definitive Registered Notes in the appropriate principal amount.

Exchange Offer. Upon the occurrence of an Exchange Offer for one or more series of Notes in accordance with a the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.022.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) applicable series in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes for such series tendered for acceptance by Persons that are not certify in the applicable Letters of Transmittal or through an Agent’s Message through the DTC Automated Tender Offer Program that (x) broker-dealers they are not participating in a distribution of the Exchange Notes and (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their y) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes Issuer or (z) Persons who are affiliates of the Company Co-Issuer, and accepted for exchange in the an Exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes of such series tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not participating in a distribution of the Exchange Notes and (y) they are not affiliates (as defined in Rule 144) of the Issuer or the Co-Issuer, and accepted for exchange in the an Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes for the applicable series to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes for the same series in the appropriate applicable principal amount. Any Notes of a series that remain outstanding after the consummation of an Exchange Offer for such series, and Exchange Notes issued in connection with such Exchange Offer for such series, shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not (x) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof))dealers, (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates (as defined in Rule 144) of the Company Partnership and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Notes accepted for exchange in the Exchange Offer. Concurrently Concurrent with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Notes so accepted Unrestricted Certificated Notes in the appropriate principal amount.the

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an authentication order Authentication Order in accordance with Section 2.02, the Mortgage Note Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that are not certify in the applicable Letters of Transmittal that (x) they are not broker-dealers dealers, (excluding broker-dealers that acquired such beneficial interests y) they are not participating in Restricted Global a distribution of the Exchange Notes as a result of market-making activities or other trading activities and (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their z) they are not affiliates (as defined in Rule 144) thereof)), (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates of the Company Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Mortgage Notes, the Mortgage Note Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Mortgage Note Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount.

Exchange Offer. (i) Upon the occurrence of an the Exchange Offer in accordance with a the Registration Rights Agreement, the Issuers Company shall issue and, upon receipt of an authentication order in accordance with Section 2.022.02 and an opinion in accordance with Section 2.06(f)(ii) hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons persons that are not (x) broker-dealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof))dealers, (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates (as defined in Rule 144) of the Company and accepted for exchange in the Exchange exchange Offer and (ii) Unrestricted Certificated Definitive Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Definitive Notes accepted for exchange in the Exchange Offer. Concurrently Concurrent with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Certificated Definitive Notes so accepted Unrestricted Certificated Definitive Notes in the appropriate principal amount. (ii) Prior to the issuance of any Exchange Notes in the Exchange Offer, upon the Trustee's request, the Trustee shall receive an opinion from counsel for the Company with respect to the following matters: (A) the Series B Notes have been duly authorized, executed and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Series A Notes in accordance with the Indenture and the Exchange Offer and are entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable in accordance with their terms; and (B) when the Series B Notes are executed and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Series A Notes in accordance with the Indenture and Exchange Offer, the Subsidiary Guarantees endorsed