Common use of OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF DEFINITIVE SECURITIES Clause in Contracts

OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF DEFINITIVE SECURITIES. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Securities and Global Securities of any series at the request of the Registrar for such series. (ii) No service charge shall be made to a Holder of any series of Securities for any registration or transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.12, 3.06, 4.07 and 9.05 hereof). (iii) The Registrar for a series of Securities shall not be required to register the transfer or exchange of any Definitive Security of such series selected for redemption in whole or in part, except the unredeemed portion of any Definitive Security of such series being redeemed in part. (iv) All Definitive Securities and Global Securities of any series issued upon any registration of transfer or exchange of Definitive Securities or Global Securities of such series shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Definitive Securities or Global Securities of such series surrendered upon such registration of transfer or exchange. (v) The Company shall not be required (A) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of any selection of Securities of such series for redemption under Section 3.02 and ending at the close of business on the day of selection, or (B) to register the transfer of any Security of such series so selected for redemption in whole or in part, except the unredeemed portion of any Security of such series being redeemed in part. (vi) Prior to due presentment for registration of transfer of any Security of a series, the Trustee, any Agent and the Company may deem and treat the person in whose name such Security is registered as the absolute owner of such Security for the purpose of receiving payment of Principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary.

OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF DEFINITIVE SECURITIES. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Securities and Global Securities of any series at the request of the Registrar for such series. (ii) No service charge shall be made to a Holder of any series of Securities for any registration or transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.12, 3.06, 4.07 and 9.05 hereof).. 19 (iii) The Registrar for a series of Securities shall not be required to register the transfer or exchange of any Definitive Security of such series selected for redemption in whole or in part, except the unredeemed portion of any Definitive Security of such series being redeemed in part. (iv) All Definitive Securities and Global Securities of any series issued upon any registration of transfer or exchange of Definitive Securities or Global Securities of such series shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Definitive Securities or Global Securities of such series surrendered upon such registration of transfer or exchange. (v) The Company shall not be required (A) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of any selection of Securities of such series for redemption under Section 3.02 and ending at the close of business on the day of selection, or (B) to register the transfer of any Security of such series so selected for redemption in whole or in part, except the unredeemed portion of any Security of such series being redeemed in part. (vi) Prior to due presentment for registration of transfer of any Security of a series, the Trustee, any Agent and the Company may deem and treat the person in whose name such Security is registered as the absolute owner of such Security for the purpose of receiving payment of Principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary.

OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF DEFINITIVE SECURITIES. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Definitive Securities and Global Securities of any series at the request of the Registrar or co-Registrar for such series. (ii) No service charge shall be made to a Holder of any series of Securities for any registration or of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes taxes, assessments, or similar governmental charge payable upon exchange exchanges or transfer transfers pursuant to Sections 2.12Section 2.2, 3.062.10, 4.07 and 9.05 hereof3.6, 4.13, 9.5 or 10.1). (iii) The Except for a redemption of Securities pursuant to Section 3.2 or upon an order of any Gaming Authority, the Registrar or co-Registrar for a series of Securities shall not be required to register the transfer of or exchange of (a) any Definitive Security of such series selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of any Definitive Security of such series being redeemed in part, or (b) any Security of such series for a period beginning 15 days before the mailing of a notice of an offer to repurchase pursuant to Article X or Section 4.13 hereof (to the extent applicable to such series) or a notice of redemption of Securities pursuant to Article III hereof and ending at the close of business on the day of such mailing. (iv) All Definitive Securities and Global Securities of any series issued upon any registration of transfer or exchange of Definitive Securities or Global Securities of such series shall be the valid obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Definitive Securities or Global Securities of such series surrendered upon such registration of transfer or exchange. (v) The Company Except for a redemption of Securities pursuant to Section 3.2 or upon an order of any Gaming Authority, the Issuers shall not be required (A1) to issue, register the transfer or exchange of or exchange Securities any Security of any series during for a period beginning at the opening of business 15 days before the day mailing of any selection a notice of an offer to repurchase pursuant to Article X or Section 4.13 hereof (to the extent applicable to such series) or a notice of redemption of Securities of such series for redemption under Section 3.02 pursuant to Article III hereof and ending at the close of business on the day of selectionsuch mailing, or (B2) to register the transfer or exchange of any Definitive Security of such series so selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of any Definitive Security of such series being redeemed in part. (vi) Prior to due presentment for registration of transfer of any Security of a series, the Trustee, any Agent and the Company Issuers may deem and treat the person in whose name such Security is registered as the absolute owner of such Security for the purpose of receiving payment of Principal principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Trustee, any Agent nor the Company Issuers shall be affected by notice to the contrary.