Common use of Registration, Transfer and Exchange of Notes Clause in Contracts

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Administrative Agent agrees with the Borrower that the Administrative Agent shall keep at its principal office a register (herein sometimes referred to as the "Note Register") in which the Company provision shall provide be made for the registration of Notes and the registration of transfers of Notes. Upon Prior to the due presentment for registration of the transfer of any Note, the Borrower and the Administrative Agent shall deem and treat the Person in whose name such Note is registered on the Note Register as the absolute owner of such Note, and the Lender for the purpose of receiving payment of all amounts payable with respect to such Note, and for all other purposes whether or not such Note is overdue, and neither the Borrower nor the Administrative Agent shall be affected by notice to the contrary. The Note Register shall be kept at the office of the Administrative Agent or at the office of any successor Administrative Agent, and the Administrative Agent is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Subject to Section 24(c) hereof, upon surrender for registration of transfer of any Note at the principal office Payment Office and upon delivery by the Administrative Agent to the Borrower of such surrendered Note, the Borrower shall execute, and the Administrative Agent shall deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any NoteLender, such Note its Notes may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the Payment Office. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least $5,000,000 (except as may be necessary to evidence the Companyentire outstanding principal amount of a Note) and dated the Delivery Date. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, Borrower shall execute and deliver the Notes which the holder Lender making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of the Borrower evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under the Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by the Administrative Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Administrative Agent duly executed, executed by the holder of such Note Lender or such holder's its attorney duly authorized in writing, and the Administrative Agent may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. Any The Administrative Agent shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid. The Administrative Agent shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the five calendar day period preceding the due date of any payment on such Notes. The Administrative Agent shall carry give the rights Borrower and the Lenders notice of each transfer of a Note under this Section 10(c). Any such transferee of a Note, by its acceptance of a Note, agrees to unpaid interest the provisions of the Operative Documents applicable to the Lenders, and interest shall be deemed to accrue which were carried have covenanted to the parties to the Operative Documents as to the matters covenanted by the original Lender therein; provided that no transferee of a Note so exchanged or transferred, so that neither gain nor loss shall be entitled to receive any greater amount pursuant to Section 10(h) of interest shall result from any such transfer or exchange. Upon receipt of written notice from this Agreement than the holder of any Note of the loss, theft, destruction or mutilation transferor of such Note and, in the case of any would have been entitled to receive had no such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notetransfer occurred.

Registration, Transfer and Exchange of Notes. LOST NOTESThe Company will keep at its principal executive office a note register in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), it will provide for the registration and transfer of this Note. This Note may not be sold, transferred, pledged or hypothecated unless the proposed transaction does not require registration or qualification under the Securities Act or an applicable state securities or blue sky law or unless an exemption from such registration is available. The Notes are issuable transferor of this Note shall be required to deliver an opinion as registered notes without coupons to the applicable exception in denominations connection with any such transfer. The transferee of at least $100,000, except as may this Note shall be necessary required to reflect any principal amount not evenly divisible by $100,000deliver an acknowledgement of Section 2.3. The Company shall keep at its principal office a not be required to register in which any transfer of this Note if the Company shall provide reasonably believes such transferee would not be approved as a transferee by the relevant Gaming Authority. The Holder of this Note, at such Holder's option, may surrender the same for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note or exchange either at the principal executive office of the CompanyCompany or at the place of payment named herein, accompanied in the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and case of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied assignment by a written instrument of transfer or assignment in form satisfactory to the Company duly executed, executed by the holder of registered Holder thereof or by such Note or such holderHolder's attorney duly authorized in writing. Any In case any Holder shall so request the transfer, assignment or exchange of this Note, the Company, at its expense, will execute and deliver (in each case insured to your reasonable satisfaction) in exchange therefor one or more new Notes, as may be requested by such Holder, in the same aggregate unpaid principal amount as the aggregate unpaid principal amount of the Note or Notes so surrendered. Any Note issued in exchange for any other Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that and neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt Notwithstanding the foregoing, Notes may not be issued in denominations of written notice from less than $50,000 (except if the holder entire outstanding principal balance of the Notes of such Holder is less than $50,000, in which case one Note for the entire outstanding principal amount of the Notes of such Holder may be issued). The Company and any agent of the Company may treat the Holder in whose name any Note of is registered as the loss, theft, destruction or mutilation owner of such Note andfor the purpose of receiving payment of the principal of and premium (if any) and interest on such Note and for all other purposes whatsoever, in whether or not such Note be overdue. Notwithstanding anything contained herein to the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Notecontrary, the Company will make and deliver a new Note, provisions of like tenor, this Section 5 shall not apply in lieu connection with any of the lost, stolen, destroyed or mutilated Notetransactions contemplated by the HG Note Assignment.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable only as registered notes Notes without coupons in denominations the denomination of $100,000 or any multiple or any fraction thereof at least $100,000the sole discretion of the Company. Each Note shall bear the following restrictive legend: "These securities have not been registered under the Securities Act of 1933, except as amended, and may be necessary offered and sold or otherwise transferred only if registered pursuant to reflect any principal amount not evenly divisible by $100,000. the provisions of that Act or if an exemption from registration is available." The Company Bank shall keep at its principal corporate trust office a register in which the Company Bank shall provide for the registration of Notes and of transfers transfer of Notes. Upon surrender for registration of transfer of any Note at the principal such office of the CompanyBank, the Company shallshall execute, at its expensepursuant to Section 2 hereof, execute and deliver mail by first class mail to the Bank, and the Bank shall authenticate, pursuant to Section 3 hereof, and mail by first class mail to the designated transferee, or transferees, one or more new Notes of like tenor and of a like in an aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion amount equal to the unpaid principal amount of such new surrendered Note, registered in the name of the designated transferee or transferees. Every Note as the prepayment of principal payable on such date on the Note presented or surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's his attorney duly authorized in writing. Notwithstanding the preceding, the Notes may not be transferred without an effective registration statement under the Securities Act of 1933 covering the Notes or an opinion of counsel satisfactory to the Company and its counsel that such registration is not necessary under the Securities Act of 1933 (the "Securities Act"). At the option of the owner of any Note, such Note may be exchanged for other Notes of any authorized denominations, in an aggregate principal amount equal to the unpaid principal amount of such surrendered Note, upon surrender of the Note to be exchanged at the principal corporate trust office of the Bank; provided, however, that any exchange for denominations other than $100,000 or an integral multiple thereof shall be at the sole discretion of the Company. Whenever any Note is so surrendered for exchange, the Company shall execute, pursuant to Section 2 hereof, and deliver to the Bank, and the Bank shall authenticate, pursuant to Section 3 hereof, and mail by first class mail to the designated transferee, or transferees, the Note or Notes which the Note owner making the exchange is entitled to receive. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry be dated the rights date to unpaid which interest has been paid on such Note surrendered for exchange or transfer, and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such exchange or transfer. In addition, each Note issued upon such exchange or transfer or exchange. Upon receipt of written notice from shall bear the holder of any Note of the loss, theft, destruction or mutilation of such Note and, restrictive legend set forth above unless in the case opinion of any counsel to the Company, such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in legend is not required to ensure compliance with the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteSecurities Act.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, 1,000,000 except as may be necessary to reflect any principal amount not evenly divisible by $100,000l,000,000; provided, however, that no such minimum denomination shall apply to Notes issued to, or issued upon transfer by any holder of the Notes to, Prudential or one or more Prudential Affiliates or accounts managed by Prudential or Prudential Affiliates or to any other entity or group of affiliates with respect to which the Notes so issued or transferred shall be managed by a single entity. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,0001,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,0001,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Administrative Agent agrees with the Borrower that the Administrative Agent shall keep at its principal office a register (herein sometimes referred to as the "Note Register") in which the Company provision shall provide be made for the registration of Notes of each Series and the registration of transfers of NotesNotes of such Series. Upon Prior to the due presentment for registration of the transfer of any Note, the Borrower and the Administrative Agent shall deem and treat the person in whose name such Note is registered on the Note Register as the absolute owner of such Note, and the Lender for the purpose of receiving payment of all amounts payable with respect to such Note, and for all other purposes whether or not such Note is overdue, and neither the Borrower nor the Administrative Agent shall be affected by notice to the contrary. The Note Register shall be kept at the office of the Administrative Agent or at the office of any successor Administrative Agent, and the Administrative Agent is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Subject to Section 24(c) hereof, upon surrender for registration of transfer of any Note of any Series at the principal office Payment Office and upon delivery by the Administrative Agent to the Borrower of such surrendered Note, the Borrower shall execute, and the Administrative Agent shall deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transfereesamount and Series. At the option of the holder Lender, its Notes of any Note, such Note Series may be exchanged for other Notes of like tenor and such Series of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the Payment Office. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least $5,000,000 (except as may be necessary to evidence the entire outstanding principal amount of a Note) and dated the Delivery Date of the CompanyAircraft of the related Series. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, Borrower shall execute and deliver the Notes which the holder Lender making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of the Borrower evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under the Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by the Administrative Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Administrative Agent duly executed, executed by the holder of such Note Lender or such holder's its attorney duly authorized in writing, and the Administrative Agent may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. Any The Administrative Agent shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid. The Administrative Agent shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the five calendar day period preceding the due date of any payment on such Notes. The Administrative Agent shall carry give the rights Borrower and the Lenders notice of each transfer of a Note under this Section 10(c). Any such transferee of a Note, by its acceptance of a Note, agrees to unpaid interest the provisions of the Operative Documents applicable to the Lenders, and interest shall be deemed to accrue which were carried have covenanted to the parties to the Operative Documents as to the matters covenanted by the original Lender therein; provided that no transferee of a Note so exchanged or transferred, so that neither gain nor loss shall be entitled to receive any greater amount pursuant to Section 10(h) of interest shall result from any such transfer or exchange. Upon receipt of written notice from this Agreement than the holder of any Note of the loss, theft, destruction or mutilation transferor of such Note and, in the case of any would have been entitled to receive had no such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notetransfer occurred.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,0001,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,0001,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Security Trustee agrees with the Owner that the Security Trustee shall keep at its principal office a register (herein sometimes referred to as the “Certificate Register”) in which the Company provision shall provide be made for the registration of the Notes of each Class and the registration of transfers of Notesthe Notes of such Class and Series. Upon Prior to the due presentment for registration of the transfer of any Note, the Owner and the Security Trustee shall deem and treat the person in whose name such Note is registered on the Certificate Register as the absolute owner of such Note, and the Holder for the purpose of receiving payment of all amounts payable with respect to such Note, and for all other purposes whether or not such Note is overdue, and neither the Owner nor the Security Trustee shall be affected by notice to the contrary. The Certificate Register shall be kept at the Payment Office of the Security Trustee or at the office of any successor Security Trustee, and the Security Trustee is hereby appointed “Certificate Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Subject to the terms and conditions of Section 14(c), upon surrender for registration of transfer of any Note of any Class and Series at the principal office Payment Office and upon delivery by the Security Trustee to the Owner of such surrendered Note, the Owner shall execute, and the Security Trustee shall deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transfereesClass, Tranche and Series. At the option of the holder Holder, its Notes of any Note, such Note Class and Series may be exchanged for other Notes of like tenor such Class and Series of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the Payment Office. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least (i) $5,000,000 (in the aggregate), in the case of the CompanySenior Notes and (ii) except as provided in Section 14(c) above, $2,000,000 (in the aggregate), in the case of the Junior Notes (except as may be necessary to evidence the entire outstanding principal amount of a Note) and dated the Delivery Date. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, Owner shall execute and deliver the Notes which the holder Holder making the exchange is entitled to receive. Each prepayment Holder may also assign to any assignee an interest in any Note held by it and the Security Trustee shall, upon receipt of principal payable on each prepayment date upon each new a written request of such assignee, accompanied by such proof of such assignment as the Security Trustee may reasonably require, register in the name of such assignee such interest in such Note and thereafter such assignee shall be a Holder for all purposes of the Operative Documents (subject to any limitations in the instrument of assignment). All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of the Owner evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under this Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by the Security Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Security Trustee duly executed, executed by the holder of such Note Holder thereof or such holder's his attorney duly authorized in writing, and the Security Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. Any The Security Trustee shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid and the extent, if any, to which any interest therein has been subject to a registered assignment. The Security Trustee shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the five calendar day period preceding the due date of any payment on such Notes. Any Holder may transfer any or all of its Notes to any Permitted Transferee subject to the terms of Section 14(c). The Owner and the Security Trustee shall carry treat the rights to unpaid interest Person in whose name each Note is registered on the Certificate Register as the Holder with respect thereto for all purposes hereof until due presentment for registration of transfer as provided in this Section 14(d). The Security Trustee shall give the Owner and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss each Holder notice of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any a Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteunder this Section 14(d).

Registration, Transfer and Exchange of Notes. LOST NOTESThe Owner Lessor shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the "Registrar"). The Registrar shall keep a register of the Notes are issuable as registered notes without coupons in denominations and of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000their transfer and exchange. The Company Owner Lessor may have one or more co-registrars. The Owner Lessor initially appoints the Lease Indenture Trustee as Registrar in connection with the Notes. The Lease Indenture Trustee shall keep maintain at its principal office the Lease Indenture Trustee Office a register in which the Company shall it will provide for the registration of Notes and of transfers of Notes. Upon surrender for registration, registration of transfer and exchange of Notes (such register being referred to herein as the "Note Register"). If any Note is surrendered at the principal said office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore (accompanied by a written instrument of transfer duly executed by or on behalf of the holder thereof, together with the amount of any applicable transfer taxes), the Owner Lessor will execute and the Lease Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, if any, one or more new Notes (subject to the limitations specified in Sections 2.3 and 2.13 hereof) in any denomination or denominations not prohibited by this Indenture, as requested by the Person surrendering the Note, dated the same date as the Note so surrendered and of like tenor and aggregate unpaid principal amount of such Noteamount. No reference need be made Any Note or Notes issued in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for a registration of transfer or exchangeexchange shall be valid obligations of the Owner Lessor entitled to the same security and benefits to which the Note or Notes so transferred or exchanged were entitled, including rights as to interest accrued but unpaid and to accrue so that there will not be any loss or gain of interest on the Note or Notes surrendered. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Lease Indenture Trustee duly executed, executed by the holder of such Note thereof or such holder's his attorney duly authorized in writing, and the Lease Indenture Trustee may require opinion of counsel as to compliance of any such transfer with the Securities Act. Any The Lease Indenture Trustee shall make a notation on each new Note of the amount of all payments of principal previously made on the old Note or Notes with respect to which such new Note is issued in exchange for any and the date on which such new Note is issued and the date to which interest on such old Note or upon transfer thereof Notes shall carry have been paid. The Lease Indenture Trustee shall not be required to register the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder exchange of any Note of during the loss, theft, destruction or mutilation of such Note and, in 10 days preceding the case due date of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of payment on such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, 2,000,000 (or its equivalent if denominated in another currency) except as may be necessary to reflect any principal amount not evenly divisible by $100,0002,000,000 or as may be necessary to represent the entire principal amount of a Note being transferred or exchanged the principal amount of which shall be less than $2,000,000 (or its equivalent if denominated in another currency) because of prepayments; provided, however, that no such 39 minimum denomination shall apply to Notes issued to, or issued upon transfer by any holder of the Notes to, Prudential or one or more Prudential Affiliates or accounts managed by Prudential or Prudential Affiliates or to any other entity or group of affiliates so long as the Company shall have received a certificate from the proposed Transferee(s) in form and substance reasonably acceptable to the Company stating that the Notes so issued or transferred shall be managed by a single entity and the aggregate amount so issued or transferred to all such affiliates is at least $2,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,0001,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,0001,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and 33 of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreementagreement if such holder is a "Qualified Institutional Buyer" (as defined in Rule 144A promulgated under the Securities Act), or if not, upon receipt of a security bond reasonably acceptable to the Company, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,0001,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,0001,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like then aggregate outstanding principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least not less than $100,000, except as may be necessary to reflect any principal amount not evenly divisible by less than $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes100,000 resulting from any partial prepayment hereunder. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee Transferee or transfereesTransferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized 35 40 denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000500,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000500,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or other indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTESThe Owner Trustee shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”). The Registrar shall keep a register of the Notes are issuable as registered notes without coupons in denominations and of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000their transfer and exchange. The Company Owner Trustee may have one or more co-registrars. The Lessor initially appoints the Indenture Trustee as Registrar in connection with the Notes. The Indenture Trustee shall keep maintain at its principal office the Indenture Trustee Office a register in which the Company shall it will provide for the registration of Notes and of transfers of Notes. Upon surrender for registration, registration of transfer and exchange of Notes (such register being referred to herein as the “Note Register”). If any Note is surrendered at the principal said office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore (accompanied by a written instrument of transfer duly executed by or on behalf of the holder thereof, together with the amount of any applicable transfer taxes), the Lessor will execute and the Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, if any, one or more new Notes (subject to the limitations specified in Sections 2.3 and 2.13 hereof) in any denomination or denominations not prohibited by this Indenture, as requested by the Person surrendering the Note, dated the same date as the Note so surrendered and of like tenor and aggregate unpaid principal amount of such Noteamount. No reference need be made Any Note or Notes issued in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for a registration of transfer or exchangeexchange shall be valid obligations of the Lessor entitled to the same security and benefits to which the Note or Notes so transferred or exchanged were entitled, including rights as to interest accrued but unpaid and to accrue so that there will not be any loss or gain of interest on the Note or Notes surrendered. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Indenture Trustee duly executed, executed by the holder of such Note thereof or such holder's his attorney duly authorized in writing, and the Indenture Trustee may require an opinion of counsel as to compliance of any such transfer with the Securities Act. Any The Indenture Trustee shall make a notation on each new Note of the amount of all payments of principal previously made on the old Note or Notes with respect to which such new Note is issued in exchange for any and the date on which such new Note is issued and the date to which interest on such old Note or upon transfer thereof Notes shall carry have been paid. The Indenture Trustee shall not be required to register the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder exchange of any Note during the ten (10) days preceding the due date of any payment on such Note. Each Noteholder, by its acceptance of a Note, shall be deemed to have consented to, and agreed to be bound by, the lossterms and conditions hereof, theft, destruction or mutilation of such Note and, in the case (and any instrument of any such loss, theft assignment or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender transfer) and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteother Operative Documents.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which shall be entered the Company shall provide for names and addresses of the registration registered holders of Notes issued by it and particulars of the respective Notes held by them and of all transfers of such Notes. Upon surrender for registration References to the "holder", "Holder" or "holder of transfer record" of any Note shall mean the payee thereof unless the payee shall have presented such Note to the issuer thereof for transfer in compliance with the applicable provisions of Section 12 hereof and the transferee shall have been entered in said register as a subsequent holder, in which case such terms shall mean such subsequent holder. The ownership of the Notes shall be proven by such register. The holder of any of the Notes may at any time and from time to time prior to maturity or redemption thereof surrender any Note held by it for exchange or (subject to compliance with the principal applicable provisions of Section 12 hereof) transfer at said office of the Companyissuer thereof. Within a reasonable time thereafter and without expense (other than transfer taxes, the Company shallif any) to such holder, such issuer shall issue, at its expense, execute and deliver one in exchange therefor another Note or more new Notes of like tenor and of a like Notes, dated the date to which interest has been paid on the surrendered Note, for the same aggregate principal amountamount as the unpaid principal amount of the Note so surrendered, having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note so surrendered. Each such new Note shall be in the denominations and registered in the name of such transferee Person or transferees. At the option of Persons as the holder of such surrendered Note may designate in writing, and such exchange shall be made in a manner such that no additional or lesser amount of principal or interest shall result. The issuer will pay shipping and insurance charges, from and to each holder's principal office, involved in the exchange or transfer of any Note. Each Note issued hereunder, whether originally or in substitution for or upon transfer or exchange of any Note, such Note may shall be exchanged for other Notes registered on the date of like tenor and execution thereof by the issuer. The registered holder of any authorized denominations, of a like aggregate principal amount, upon surrender record shall be deemed to be the owner of the Note for all purposes of this Agreement and, subject to the provisions hereof, shall be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer the principal, premium, if any, and interest evidenced by or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on Note free from all equities or rights of set-off or counterclaim between the Note surrendered for registration issuer and the transferor of transfer such holder of record or exchange bore any previous holder of record thereof, and shall execute an agreement agreeing to be bound as a party to the unpaid principal amount of such NoteIntercreditor Agreement. No reference need be made in any such new Note All notices given hereunder to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof record shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, be deemed validly given if given in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or manner specified in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteSection 15 hereof.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of Indenture Trustee shall maintain at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Indenture Trustee Office a register in which the Company shall it will provide for the registration of Notes and of transfers of Notes. Upon surrender for registration, registration of transfer and exchange of Notes (such register being referred to herein as the "Note Register"). If any Note is surrendered at the principal said office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore (accompanied by a written instrument of transfer duly executed by or on behalf of the holder thereof, together with the amount of any applicable transfer taxes), Owner Trustee will execute and Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, if any, one or more new Notes (subject to the limitations specified in Section 2.3 hereof) in any denomination or denominations not prohibited by this Indenture, as requested by the Person surrendering the Note, dated the same date as the Note so surrendered and of like tenor and aggregate unpaid principal amount of such Noteamount. No reference need be made Any Note or Notes issued in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for a registration of transfer or exchangeexchange shall be entitled to the same security and benefits to which the Note or Notes so transferred or exchanged were entitled, including, without limitation, rights as to interest accrued but unpaid and to accrue so that there will not be any loss or gain of interest on the Note or Notes surrendered. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to Indenture Trustee duly executed, executed by the holder of such Note thereof or such holder's his attorney duly authorized in writing, and Indenture Trustee may require evidence satisfactory to it as to compliance of any such transfer with the Securities Act. Any Indenture Trustee shall make a notation on each new Note of the amount of all payments of principal previously made on the old Note or Notes with respect to which such new Note is issued in and the date on which such new Note is issued and the date to which interest on such old Note or Notes shall have been paid. Indenture Trustee shall not berequired to register the transfer or exchange for of any Note or upon transfer thereof shall carry during the rights 15 days preceding the due date of any payment on such Note. Any Noteholder pledging a Note may give notice to unpaid interest and interest Indenture Trustee to accrue which were carried by the effect that the pledgee of such Note should be reflected on the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any Register as the Noteholder with respect to such transfer or exchangeNote. Upon receipt of written notice from to such effect Indenture Trustee shall enter the holder of any Note name of the loss, theft, destruction or mutilation of such pledgee on the Note and, in Register as the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of Noteholder with respect to such Note, and thereafter until directed otherwise by notice from such pledgee, Indenture Trustee shall treat such pledgee as the Company will make and deliver a new Note, Noteholder with respect to such Note for all purposes of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notethis Indenture.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall Trustee will keep at its principal office a register in which the Company shall provide books for the registration of Notes exchange and of transfers of Notes. Upon surrender for registration of transfer of Registered Notes at its Corporate Trust Office. The Issuer may appoint one or more co-registrars. Promptly after any Note at the principal office of the Companysuch appointment, the Company shallIssuer shall give, at its expense, execute notice thereof to the Holders as specified in Section 11.4. and deliver one or more new to the CNV. The Trustee will keep a record of all Registered Notes of like tenor and of a like aggregate principal amount, registered in (the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged "Register") at the principal office of Corporate Trust Office. The Register will show the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment Registered Notes, the date of principal payable on such date on issue, all subsequent transfers and changes of ownership in respect thereof and the Note surrendered for registration of transfer or exchange bore names, tax identification numbers (if relevant to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due a specific Holder) and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note addresses of the lossHolders of the Registered Notes and any payment instructions with respect thereto (if different from a Holder's registered address). The Trustee will also maintain a record (the "Record") that will include notations as to whether the Notes have been paid or cancelled, theft, destruction or mutilation of such Note and, in the case of any mutilated, destroyed, stolen or lost Notes, whether such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in Notes have been replaced. In the case of the replacement of any such mutilation upon surrender of the Notes, the Record will include notations of the Note so replaced, and the Note issued in replacement thereof. In the case of the cancellation of such Noteany of the Notes, the Company Record will make and deliver a new Note, of like tenor, in lieu include notations of the lostNote so cancelled and the date on which such Note was cancelled. Each Transfer Agent shall notify the Trustee and the Registrar of any transfers or exchanges of Registered Notes effected by it. The Trustee shall at all reasonable times during office hours make the Register and the Record available to the Issuer or any Person authorized by the Issuer in writing for inspection and for the taking of copies thereof or extracts therefrom, stolenand at the expense and direction of the Issuer the Trustee shall deliver to such Persons all lists of Holders of Registered Notes, destroyed their addresses and amounts of such holdings as they may request. The Register and the Record shall be in written form in the English language or mutilated Notein any other form capable of being converted into such form within a reasonable time. As long as it is required by Argentine law or by the CNV, the Trustee's representative in Argentina will keep a duplicate of the Register and the Record in the Spanish language in Argentina.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,0001,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,0001,000,000; provided, however, that no such minimum denomination shall apply to Notes issued upon transfer by any holder of the Notes to Prudential or Prudential Affiliates or to any other entity or group of affiliates with respect to which the Notes so issued or transferred shall be managed by a single entity. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, 1,000,000 except as may be necessary to reflect any principal amount not evenly divisible by $100,0001,000,000; provided, however, that no such minimum denomination shall apply to Notes issued to, or issued upon transfer by any holder of the Notes to, Prudential or one or more Prudential Affiliates or accounts managed by Prudential or Prudential Affiliates or to any other entity or group of affiliates with respect to which the Notes so issued or transferred shall be managed by a single entity. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,0002,500,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,0002,500,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note. Any sale of Notes by a holder will be made in accordance with applicable securities laws. No holder of a Note will sell or otherwise transfer any Note to any Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall will keep at its the Company's principal executive office or at such other office as the Company may designate in writing to the holders of the Notes a register (the "NOTE REGISTER") in which the Company shall which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), it will provide for the registration of Notes and of transfers transfer of Notes. Upon surrender for registration of transfer of Whenever any Note shall be surrendered either at the principal such office of the CompanyCompany or at the place of payment named in such Note, for transfer or exchange, within five Business Days thereafter the Company shall, at its expense, will execute and deliver one in exchange therefor a new Note or more new Notes of like tenor and of a like aggregate principal amountNotes, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note as may be exchanged for other Notes of like tenor and of any authorized denominationsrequested by such holder, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to aggregate unpaid principal amount as the unpaid principal amount of the Note so surrendered. Each such new Note shall be payable to such person as the prepayment of principal payable on such date on the holder may request. Each Note surrendered for registration of transfer presented or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, endorsed or be accompanied by a written instrument of transfer transfer, duly executed, executed by the registered holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any other Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that and neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt Any transfer tax relating to such transaction shall be paid by the holder requesting the exchange. The Company and any agent of written notice from the Company may deem and treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of the principal of and premium (if any) and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue. As provided in the Intercreditor Agreement, the rights and obligations of the holder of a Note thereunder shall be assigned automatically, without the need for the execution of any Note of the lossdocument or any other action, theft, destruction or mutilation to any transferee of such Note and, in whereupon such transferee shall automatically become a party to the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteIntercreditor Agreement.

Registration, Transfer and Exchange of Notes. LOST NOTESThe Owner Lessor shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the "Registrar"). The Registrar shall --------- keep a register of the Notes are issuable as registered notes without coupons in denominations and of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000their transfer and exchange. The Company Owner Lessor may have one or more co-registrars. The Owner Lessor initially appoints the Lease Indenture Trustee as Registrar in connection with the Notes. The Lease Indenture Trustee shall keep maintain at its principal office the Lease Indenture Trustee Office a register in which the Company shall it will provide for the registration, registration of transfer and exchange of Notes and of transfers of Notes(such register being referred to herein as the "Note ---- Register"). Upon surrender If any Note is surrendered at said office for registration of -------- transfer or exchange (accompanied by a written instrument of transfer duly executed by or on behalf of the holder thereof, together with the amount of any Note at applicable transfer taxes), the principal office Owner Lessor will execute and the Lease Indenture Trustee will authenticate and deliver, in the name of the Companydesignated transferee or transferees, the Company shallif any, at its expense, execute and deliver one or more new Notes (subject to the limitations specified in Sections 2.3 and 2.13) in any denomination or denominations not prohibited by this Indenture, as requested by the Person surrendering the Note, dated the same date as the Note so surrendered and of like tenor and of a like aggregate unpaid principal amount, registered . Any Note or Notes issued in the name a registration of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in valid obligations of the Owner Lessor entitled to the same proportion security and benefits to which the Note or Notes so transferred or exchanged were entitled, including rights as to interest accrued but unpaid principal amount and to accrue so that there will not be any loss or gain of such new Note as the prepayment of principal payable on such date interest on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchangeNotes surrendered. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Lease Indenture Trustee duly executed, executed by the holder of such Note thereof or such holder's his attorney duly authorized in writing, and the Lease Indenture Trustee may require an opinion of counsel as to compliance of any such transfer with the Securities Act. Any The Lease Indenture Trustee shall make a notation on each new Note of the amount of all payments of principal previously made on the old Note or Notes with respect to which such new Note is issued in exchange for any and the date on which such new Note is issued and the date to which interest on such old Note or upon transfer thereof Notes shall carry have been paid. The Lease Indenture Trustee shall not be required to register the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder exchange of any Note of during the loss, theft, destruction or mutilation of such Note and, in 10 days preceding the case due date of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of payment on such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Indenture Trustee agrees with the Grantor that the Indenture Trustee shall keep at its principal office a register (herein sometimes referred to as the "Note Register") in which the Company provisions shall provide be made for the registration of Secured Notes and the registration of transfers or exchanges of Secured Notes. The Note Register shall be kept at the Indenture Trustee's Office, and the Indenture Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers or exchanges of Notes as provided herein. The Indenture Trustee shall be entitled to rely on the Note Register as a complete and accurate listing of all Holders. Upon surrender for registration of transfer of any Secured Note at the principal office of the CompanyIndenture Trustee's Office, the Company Grantor shall, at its expensethe expense of the Holder of such Secured Note, to the extent such transfer has been effected in accordance with the terms and provisions hereof, execute and deliver in the name of the transferee or transferees designated by the transferor in writing, one or more new Secured Note or Notes in a like aggregate principal amount bearing interest at the same rate for such Secured Note or Notes being transferred and, subject to Section 2.01 hereof, in the form of like tenor and Exhibit 1 hereto. At the option of the Holder of a Secured Note, Secured Notes may, at the expense of the Holder of such Secured Note, be exchanged for other Secured Notes of a like aggregate principal amount, registered payable to the same Person, bearing interest at the same rate and (subject to the second paragraph of Section 2.01(a) hereof) in the name of same form as such transferee or transferees. At the option of the holder of any Note, such Note may be Secured Notes being exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Secured Notes to be exchanged at the Indenture Trustee's Office. Each new Secured Note issued upon surrender of any Secured Note for transfer or exchange shall be in the aggregate outstanding principal office amount of the CompanySecured Note being transferred or exchanged and in an original principal amount of at least $500,000 (except, if all of a Holder's Secured Notes are being exchanged or transferred, as may be necessary to evidence the entire outstanding principal amount of all such Secured Notes as of the date of such transfer or exchange) and dated the date to which interest shall have been paid with respect to such surrendered Secured Note or, if no such interest shall have been paid, the date of original issuance of such surrendered Secured Note. Whenever Subject to the provisions hereof, whenever any Secured Notes are so surrendered for exchange, the Company shall, at its expense, Grantor shall issue and execute and deliver the Indenture Trustee shall authenticate and deliver, the Secured Notes which the holder Holder making the exchange is entitled to receive. Each prepayment Except as expressly provided in this Article II and in the Secured Notes, there shall be no restrictions on the exchange or transfer of principal payable on each prepayment date upon each new any Secured Note issued upon hereunder, and the Indenture Trustee shall register any such requested transfer or exchange shall exchange; provided, that each Holder of a Secured Note shall, upon its acquisition thereof, be deemed to have made the representations, warranties and agreements set forth in the same proportion legend to the unpaid principal amount form of Secured Note attached as Exhibit 1 hereto (including, without limitation, the restrictions on transfer set forth therein). The Indenture Trustee need not authenticate or deliver new Secured Notes during any period beginning fifteen (15) days before and ending three (3) days after an Interest Payment Date, or beginning fifteen (15) days before a prepayment or redemption date specified in a notice of any prepayment or redemption and ending three (3) days after the date of such new Note as the prepayment or redemption. The provisions of principal payable on such date on the Note surrendered for this Section 2.09 restricting registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need any Secured Note shall be made subject in any such new Note each case to any prepayment or prepayments requirement of principal previously due and paid upon law that the Note surrendered for registration disposition of transfer or exchange. Every Note surrendered for registration the property of transfer or exchange shall be duly endorsedeach Holder, or of the property of the Person for whom each such Holder is acting, shall at all times be accompanied by a written instrument and remain within the control of transfer duly executed, by the holder of each such Note Holder or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferredPerson, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in as the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notemay be.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to (i) reflect any principal amount not evenly divisible by $100,000100,000 or (ii) enable the registration of transfer by a holder of its entire holding of Notes. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried claimed by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note. Notwithstanding to the contrary herein, each Prudential and Purchaser agrees, and each Transferee by its acceptance of an interest in a Note agrees, that no Note (or any interest therein) shall be transferred to any Person which is not an Institutional Investor.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Security Trustee agrees with Borrower that Security Trustee shall keep at its principal office a register (herein sometimes referred to as the “Note Register”) in which the Company provisions shall provide be made for the registration of Notes and the registration of transfers of Notes. The Note Register shall be kept at the offices of Security Trustee or at the office of any successor Security Trustee, and Security Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at the principal office offices, Borrower shall execute, and Security Trustee shall authenticate and deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any NoteNote Holder, such Note its Notes may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the offices. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least $1,000,000 (except as may be necessary to evidence the Companyentire outstanding principal amount of a Note) and dated the Closing Date. Whenever any Notes are so surrendered for exchange, the Company shallBorrower shall execute, at its expenseand Security Trustee shall authenticate and deliver, execute and deliver the Notes which the holder Note Holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of Borrower evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under this Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by Security Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to Security Trustee duly executed, executed by the holder of such Note Holder thereof or such holder's his attorney duly authorized in writing, and Security Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act. Any Security Trustee shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid. Security Trustee shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the ten calendar day period preceding the due date of any payment on such Notes. Borrower and Security Trustee shall carry treat the rights to unpaid interest and interest to accrue which were carried by Person in whose name each Note is registered on the Note so exchanged or transferred, so that neither gain nor loss Register as the Note Holder with respect thereto for all purposes hereof until due presentment for registration of interest transfer as provided in this Section 2.07. Security Trustee shall result from any give Borrower and each Note Holder prompt notice of such transfer or exchangeof a Note under this Section 2.07. Upon receipt Each Note Holder, by its acceptance of written notice from the holder a Note, agrees that any transfer of any Note acquired by it hereunder shall not be effected unless the transferee shall have delivered to Borrower and Security Trustee (1) a written representation as to the matters specified in Section 7(b) and 7(d) of the loss, theft, destruction or mutilation of such Note Loan Agreement and, in notwithstanding the case above, such transferee by its acceptance of any a Note shall be deemed to have made such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in a representation and (2) an agreement to be bound by and comply with the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu provisions of the lostLoan Agreement and this Mortgage binding on a “Lender” or “Note Holder” and, stolennotwithstanding the above, destroyed or mutilated Notesuch transferee by its acceptance of a Note shall be deemed to have made such agreement.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Security Trustee agrees with the Owner that the Security Trustee shall keep at its principal office a register (herein sometimes referred to as the “Certificate Register”) in which the Company provision shall provide be made for the registration of the Notes of each Class and the registration of transfers of Notesthe Notes of such Class. Upon Prior to the due presentment for registration of the transfer of any Note, the Owner and the Security Trustee shall deem and treat the person in whose name such Note is registered on the Certificate Register as the absolute owner of such Note, and the Holder for the purpose of receiving payment of all amounts payable with respect to such Note, and for all other purposes whether or not such Note is overdue, and neither the Owner nor the Security Trustee shall be affected by notice to the contrary. The Certificate Register shall be kept at the Payment Office of the Security Trustee or at the office of any successor Security Trustee, and the Security Trustee is hereby appointed “Certificate Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Subject to the terms and conditions of Section 14(c), upon surrender for registration of transfer of any Note of any Class at the principal office Payment Office and upon delivery by the Security Trustee to the Owner of such surrendered Note, the Owner shall execute, and the Security Trustee shall deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transfereesamount and Class and Tranche. At the option of the holder Holder, its Notes of any Note, such Note Class may be exchanged for other Notes of like tenor and such Class of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the Payment Office. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least (i) $5,000,000 (in the aggregate), in the case of the CompanySenior Notes and (ii) $2,000,000 (in the aggregate), in the case of the Junior Notes (except as may be necessary to evidence the entire outstanding principal amount of a Note) and dated the Delivery Date. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, Owner shall execute and deliver the Notes which the holder Holder making the exchange is entitled to receive. Each prepayment Holder may also assign to any assignee an interest in any Note held by it and the Security Trustee shall, upon receipt of principal payable on each prepayment date upon each new a written request of such assignee, accompanied by such proof of such assignment as the Security Trustee may reasonably require, register in the name of such assignee such interest in such Note and thereafter such assignee shall be a Holder for all purposes of the Operative Documents (subject to any limitations in the instrument of assignment). All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of the Owner evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under this Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by the Security Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Security Trustee duly executed, executed by the holder of such Note Holder thereof or such holder's his attorney duly authorized in writing, and the Security Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. Any The Security Trustee shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid and the extent, if any, to which any interest therein has been subject to a registered assignment. The Security Trustee shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the five calendar day period preceding the due date of any payment on such Notes. Any Holder may transfer any or all of its Notes to any Permitted Transferee subject to the terms of Section 14(c). The Owner and the Security Trustee shall carry treat the rights to unpaid interest Person in whose name each Note is registered on the Certificate Register as the Holder with respect thereto for all purposes hereof until due presentment for registration of transfer as provided in this Section 14(d). The Security Trustee shall give the Owner and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss each Holder notice of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any a Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteunder this Section 14(d).

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees; provided that the Company shall not be required to register any -------- transfer that was made in violation of the legend appearing on such Note. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTESThe Issuer shall keep -------------------------------------------- at its expense at its office maintained pursuant to Section 6.13 a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes are issuable shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Issuer shall give to any holder of Notes that is an institutional investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered notes without coupons holders of Notes. Subject to Section 1.9 hereof, whenever any Note or Notes shall be surrendered at such office of the Issuer for transfer or exchange, accompanied (if so required by the Issuer) by an appropriate written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing, the Issuer will execute and deliver within five Business Days, at the Issuer's expense, in exchange therefor a new Note or Notes, in denominations of at least $100,000, 500,000 (except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of issued in a like aggregate lesser principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to amount if the unpaid principal amount of the surrendered Note is not evenly divisible by, or is less than, $500,000), as may be requested by such new Note holder, in the same aggregate unpaid principal amount as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the aggregate unpaid principal amount of such Notethe Note or Notes so surrendered. No reference need be made in any Each such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of payable to such Note or Person as such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any other Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that and neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt The Issuer and any agent of written notice from the holder of Issuer may treat the Person in whose name any Note of is registered as the loss, theft, destruction or mutilation owner and holder of such Note and, in for the case purpose of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu receiving payment of the lostprincipal of and premium (if any) and interest on such Note and for all other purposes whatsoever, stolen, destroyed whether or mutilated Notenot such Note shall be overdue.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect 1,000,000 and any principal amount not evenly divisible by greater integral multiple of $100,000. The Company Partnerships shall keep at its their principal office a register in which the Company Partnerships shall provide for the registration of Notes and of transfers of Notes. No holder of any Notes may make any transfer (other than pursuant to paragraph 11E) to any Person of Notes in any principal amount not equal to an authorized denomination. Upon surrender for registration of transfer of any Note at the principal office of the CompanyPartnerships, the Company Partnerships shall, at its their expense, execute and deliver one or more new Notes Notes, in authorized denominations, of like tenor and of a like aggregate principal amount, registered in the name of such transferee Transferee or transfereesTransferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the CompanyPartnerships. Whenever any Notes are so surrendered for exchange, the Company Partnerships shall, at its their expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreementagreement in a form acceptable to the Partnerships; provided, however, that if such holder shall be Prudential or any Person directlyor indirectly controlling, controlled by or under direct common control with Prudential, such indemnity agreement shall be unsecured, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company Partnerships will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES(a) Subject to such reasonable regulations as it may prescribe, the Registrar shall keep a record of exchanges and registrations of ownership, exchanges and transfers of Registered Notes at its Corporate Trust Office. The Co-Registrar shall also maintain a record of all registrations of ownership, exchange, and transfer of Registered Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000its Corporate Trust Office. The Company Registrar and Co-Registrar shall keep a record of all Registered Notes (the “Register”) at its principal office a register in which their Corporate Trust Offices. The Register shall show the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment Registered Notes, the date of principal payable on such date on issue, all subsequent transfers and changes of ownership in respect thereof and the Note surrendered for registration of transfer or exchange bore names, tax identification numbers (if relevant to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due a specific Holder) and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note addresses of the lossHolders of the Registered Notes and any payment instructions with respect thereto (if different from a Holder’s registered address). The Registrar and Co-Registrar shall also maintain a record (the “Record”) that shall include notations as to whether the Notes have been paid or cancelled, theft, destruction or mutilation of such Note and, in the case of any mutilated, destroyed, stolen or lost Notes, whether such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in Notes have been replaced. In the case of the replacement of any such mutilation upon surrender of the Notes, the Record shall include notations of the Note so replaced, and the Note issued in replacement thereof. In the case of the cancellation of such Noteany of the Notes, the Company will make and deliver a new Note, of like tenor, in lieu Record shall include notations of the lostNote so cancelled and the date on which such Note was cancelled. Each Transfer Agent shall notify the Registrar and the Co-Registrar of any transfers or exchanges of Registered Notes effected by it. The Registrar and the Co-Registrar shall at all reasonable times during office hours make the Register and the Record available to the Company or any Person authorized by the Company in writing for inspection and for the taking of copies thereof or extracts therefrom, stolenand at the expense and written direction of the Company the Registrar and the Co-Registrar shall deliver or cause to be delivered to such Persons all lists of Holders of Registered Notes, destroyed their addresses and amounts of such holdings as they may request. The Register and the Record shall be in written form in the English language or mutilated Notein any other form capable of being converted into such form within a reasonable time. The Co-Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co-Registrar of any registration of ownership, exchange or transfer of Notes or of any other entry to be made in the Register in accordance with this Indenture and any applicable regulation. As long as it is required by Argentine law or by the CNV, the Registrar shall keep a duplicate of the Register and the Record in the Spanish language in Argentina.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Administrative Agent agrees with the Borrower that the Administrative -------------------------------------------- Agent shall keep at its principal office a register (herein sometimes referred to as the "Note Register") in which provision shall be made for the Company shall provide for ------------- registration of Notes of each Series and the registration of transfers of Notes of such Series. Prior to the due presentment for registration of the transfer of any Note, the Borrower and the Administrative Agent shall deem and treat the person in whose name such Note is registered on the Note Register as the absolute owner of such Note, and the Lender for the purpose of receiving payment of all amounts payable with respect to such Note, and for all other purposes whether or not such Note is overdue, and neither the Borrower nor the Administrative Agent shall be affected by notice to the contrary. The Note Register shall be kept at the office of the Administrative Agent or at the office of any successor Administrative Agent, and the Administrative Agent is hereby appointed "Note Registrar" for the purpose of registering Notes and of transfers of NotesNotes as herein provided. Upon Subject to Section 23(c) hereof, upon surrender for registration of transfer of any Note of any Series at the principal office Payment Office and upon delivery by the Administrative Agent to the Borrower of such surrendered Note, the Borrower shall execute, and the Administrative Agent shall deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transfereesamount and Series. At the option of the holder Lender, its Notes of any Note, such Note Series may be exchanged for other Notes of like tenor and such Series of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the Payment Office. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least $5,000,000 (except as may be necessary to evidence the entire outstanding principal amount of a Note) and dated the Delivery Date of the CompanyAircraft of the related Series. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, Borrower shall execute and deliver the Notes which the holder Lender making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of the Borrower evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under the Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by the Administrative Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Administrative Agent duly executed, executed by the holder of such Note Lender or such holder's its attorney duly authorized in writing, and the Administrative Agent may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. Any The Administrative Agent shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid. The Administrative Agent shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the five calendar day period preceding the due date of any payment on such Notes. The Administrative Agent shall carry give the rights Borrower and the Lender notice of each transfer of a Note under this Section 10(c). Any such transferee of a Note, by its acceptance of a Note, agrees to unpaid interest the provisions of the Operative Documents applicable to the Lender, and interest shall be deemed to accrue which were carried have covenanted to the parties to the Operative Documents as to the matters covenanted by the original Lender therein; provided -------- that no transferee of a Note so exchanged or transferred, so that neither gain nor loss shall be entitled to receive any greater amount pursuant to Section 10(h) of interest shall result from any such transfer or exchange. Upon receipt of written notice from this Agreement than the holder of any Note of the loss, theft, destruction or mutilation transferor of such Note and, in the case of any would have been entitled to receive had no such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notetransfer occurred.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Security Trustee agrees with the Owner that the Security Trustee shall keep at its principal office a register (herein sometimes referred to as the “Certificate Register”) in which the Company provision shall provide be made for the registration of the Notes of each Class and the registration of transfers of Notesthe Notes of such Class and Series. Upon Prior to the due presentment for registration of the transfer of any Note, the Owner and the Security Trustee shall deem and treat the person in whose name such Note is registered on the Certificate Register as the absolute owner of such Note, and the Holder for the purpose of receiving payment of all amounts payable with respect to such Note, and for all other purposes whether or not such Note is overdue, and neither the Owner nor the Security Trustee shall be affected by notice to the contrary. The Certificate Register shall be kept at the Payment Office of the Security Trustee or at the office of any successor Security Trustee, and the Security Trustee is hereby appointed “Certificate Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Subject to the terms and conditions of Section 14(c), upon surrender for registration of transfer of any Note of any Class and Series at the principal office Payment Office and upon delivery by the Security Trustee to the Owner of such surrendered Note, the Owner shall execute, and the Security Trustee shall deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transfereesClass and Series. At the option of the holder Holder, its Notes of any Note, such Note Class and Series may be exchanged for other Notes of like tenor such Class and Series of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the Payment Office. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least (i) $5,000,000 (in the aggregate), in the case of the CompanySenior Notes and (ii) $2,000,000 (in the aggregate), in the case of the Junior Notes (except as may be necessary to evidence the entire outstanding principal amount of a Note) and dated the Delivery Date. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, Owner shall execute and deliver the Notes which the holder Holder making the exchange is entitled to receive. Each prepayment Holder may also assign to any assignee an interest in any Note held by it and the Security Trustee shall, upon receipt of principal payable on each prepayment date upon each new a written request of such assignee, accompanied by such proof of such assignment as the Security Trustee may reasonably require, register in the name of such assignee such interest in such Note and thereafter such assignee shall be a Holder for all purposes of the Operative Documents (subject to any limitations in the instrument of assignment). All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of the Owner evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under this Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by the Security Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Security Trustee duly executed, executed by the holder of such Note Holder thereof or such holder's his attorney duly authorized in writing, and the Security Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. Any The Security Trustee shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid and the extent, if any, to which any interest therein has been subject to a registered assignment. The Security Trustee shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the five calendar day period preceding the due date of any payment on such Notes. Any Holder may transfer any or all of its Notes to any Permitted Transferee subject to the terms of Section 14(c). The Owner and the Security Trustee shall carry treat the rights to unpaid interest Person in whose name each Note is registered on the Certificate Register as the Holder with respect thereto for all purposes hereof until due presentment for registration of transfer as provided in this Section 14(d). The Security Trustee shall give the Owner and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss each Holder notice of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any a Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteunder this Section 14(d).

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable and transferable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.