Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject (a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note being transferred for registration of transfer. When a Note is presented to Sections 2.16 the Registrar with a request to register a transfer, such Registrar shall register the transfer as requested if the requirements of this Indenture and 2.17, when Section 8-401(a) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchangeexchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06, 3.09, 4.10, 4.15 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges9.04 hereof). . (b) The Registrar or co-Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (d) The Company shall not be required (i) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes under Section 3.03 hereof and ending at the close of business on the day of such mailing and day, (ii) to register the transfer of or to exchange any Note so selected for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part. part or (iii) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (e) Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book book-entry system maintained by (i) the Holder of such Global Note (or its agent)agent or the person on whose behalf the Global Note is held) or (ii) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book entry systementry. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Paying Agent, the Registrar and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Paying Agent, the Registrar or the Company shall be affected by notice to the contrary. (g) None of the Company, the Trustee, any agent of the Company or the Trustee (including any Paying Agent or Registrar) will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (h) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among depositary participants or beneficial owners of interest in any global security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 2.15, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made imposed upon the Company, the Trustee or any Agent for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Disposition Offer if such Note is validly tendered pursuant to such Change of Control Offer or Asset Disposition Offer and not validly withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix I. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of or a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 2.10, 3.06, 3.09, 4.15, 4.16 and 9.05). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, in which event evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Sale Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Appendix I. (or its agent)i) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar other governmental charge payable taxes and fees in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 or 3.12.10, in which event 3.06, 3.08, 4.10, 4.14 and 9.05). (d) Neither the Company Registrar nor the Issuer shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (ie) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (f) Neither the Issuer or the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part. Any Holder part or (3) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date. (g) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal of and premium, agree that transfers if any, and interest on such Notes and for all other purposes, and none of beneficial interests the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. (h) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall authenticate and mail (or cause to be transferred by book entry), in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (i) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail (or cause to be transferred by book entry system maintained by entry), the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Section 2.02. (or its agent)j) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes Securities or to exchange such Notes Securities for an equal principal amount of Notes Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or -------- ------- Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes Securities at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes Securities and ending at the close of business on the day of such mailing and mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note Security shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes Securities may be effected only through a book entry system maintained by the Holder of such Global Note Security (or its agent), and that ownership of a beneficial interest in the Note Security shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 2.15, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made imposed by the Company, the Trustee or any Agent for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, or (iii) during a Change of Control Offer or an Asset Disposition Offer if such Note is validly tendered pursuant to such Change of Control Offer or Asset Disposition Offer and not validly withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 or 3.1Sections 2.10, in which event 3.06, 3.07, 3.09, 4.10, 4.14 and 9.05). (d) Neither the Company Registrar nor the Issuers shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (ie) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (f) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (iiB) to register the transfer of or to exchange any Note so selected for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part. Any Holder part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date. (g) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal of (and premium, agree that transfers if any) and interest on such Notes and for all other purposes, and none of beneficial interests the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. (h) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02, the Issuers shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (i) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Section 2.02. (or its agent)j) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by facsimile or other electronic means.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption pursuant to Section 3.03 and paragraph 5 of the Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note Security shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes Security may be effected only through a book entry system maintained by the Holder of such Global Note Security (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes Securities or to exchange such Notes Securities for an equal principal amount of Notes Securities of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes Securities at the Registrar’s 's or co-Registrar’s 's written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar other governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.02, 2.10, 3.06, 4.05, 4.14, or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges10.05). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes Securities and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree hereof, except the unredeemed portion of any Note Security being redeemed in part. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any Agent of the Company shall treat the person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and neither the Company, the Trustee nor any such Agent shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note Security shall, by acceptance of such beneficial interest in a Global NoteSecurity, agree that transfers of beneficial interests in such Global Notes Security may be effected only through a book book-entry system maintained by the Holder of such Global Note Depository (or its agent), and that ownership of a beneficial interest in the Note a Global Security shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06, 3.09, 4.15, 4.16 and 9.04). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, in which event evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Disposition Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company shall deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal of, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Appendix A. (or its agent)i) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and Company or the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.11, 3.6, 4.15, 4.16 or 3.19.5, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and mailing, (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in partpart and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption pursuant to Section 3.03 and paragraph 5 of the Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered -------- ------- for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption pursuant to Section 3.03 and paragraph 5 of the Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption pursuant to Section 3.03 and paragraph 5 of the Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06, 4.14, 4.15 and 9.04). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, in which event evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with an Offer to Purchase under Section 4.14 or Section 4.15, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.01, the Company shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, in the case of Definitive Notes, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Definitive Notes, or in the case of Global Notes, the Company shall cause the positions in the Global Notes to be adjusted by the Trustee, each in accordance with which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Appendix A. (or its agent)i) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.14 and 2.172.15, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, Article Three, 4.15, 4.16 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 fifteen (15) days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent)Depository, in accordance with this Indenture and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systemApplicable Procedures.

Transfer and Exchange. Subject When a Security is presented to Sections 2.16 the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture and 2.17, when Notes Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-Registrar registrar with a request to register the transfer of such Notes the Securities or to exchange such Notes Securities for an equal principal amount of Notes Securities of other authorized denominations, the Registrar or co-Registrar registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrarregistrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes Securities at the Registrar’s 's or co-Registrar’s registrar's request. No service charge shall be made for any registration of transfer or exchangeexchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.06, 4.06, 4.09 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges9.05). The Registrar or co-Registrar registrar shall not be required to register the transfer of or exchange of any Note Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes Securities and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note Security being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 or 3.1Sections 2.10, in which event the Company shall be responsible for the payment of such taxes or charges3.06, 3.09, 4.11, 4.15 and 9.04). The In addition, the Trustee, Transfer Agent and Registrar or co-Registrar shall not may request such other evidence as may be required to register reasonably requested by them documenting the identity and/or signatures of the transferor and the transferees. (d) All Global Notes and Definitive Notes issued upon any registration of transfer of or exchange of any Note (i) during a period beginning at Global Notes or Definitive Notes shall be the opening valid obligations of business 15 days before the mailing Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole transfer or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in partexchange. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book entry systementry. (e) Neither the Issuers nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the delivery of a notice of redemption pursuant to Section 3.03 and ending at the delivery of such notice of redemption, (2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, each of the Trustee, any Agent or the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02, the Issuers shall execute, and the Trustee shall authenticate and deliver upon receipt of an Authentication Order, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Issuers designated pursuant to Section 4.02 so long as the requirements of this Indenture are met. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled in accordance with the provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission. (j) In connection with any proposed transfer of Notes, the transferor shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. For certain payments made pursuant to this Indenture, the Paying Agent or Trustee may be required to make a “reportable payment” or “withholdable payment” and in such cases the Paying Agent or Trustee shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4 and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Paying Agent and/or Trustee shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Paying Agent prior to closing, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Paying Agent and Trustee shall have the right to request from any party to this Indenture, or any other Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Paying Agent to satisfy its reporting and withholding obligations under the Code. To the extent requested a reasonable time in advance and any such forms to be delivered under this Section 2.06 are not provided prior to or by the time the related payment is required to be made or are determined by the Paying Agent or Trustee to be incomplete and/or inaccurate in any respect, the Paying Agent or Trustee shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4 or 61 of the Code, and shall have no obligation to gross up any such payment.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption pursuant to Section 3.03 and paragraph 6 of the Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note Security shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes Securities may be effected only through a book entry system maintained by the Holder of such Global Note Security (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s requestNotes. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.07, or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of part or (iii) between a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by Record Date and the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systemnext succeeding Interest Payment Date.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.06, 4.11, 4.14, 4.16, 4.25 or 3.18.07, in which event the Company Issuers shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar Issuers shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III3, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 2.14, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, at the Company Registrar’s request, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s requestupon receipt of an Authentication Order, along with any other required deliverables hereunder. No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1therewith. Without the prior written consent of the Issuer, in which event the Company shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in partpart and (iii) beginning at the opening of business on any Record Date and ending on the close of business on the related Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06, 4.10 and 9.05). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, in which event evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, agree that transfers and none of beneficial interests the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Holder of Notes to be exchanged at such office or agency. Whenever any Global Note (Notes or its agent)Definitive Notes are so surrendered for exchange, the Company shall execute, and that ownership the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the holder making the exchange is entitled to in accordance with the provisions of a beneficial interest in the Note shall be Appendix A. (i) All certifications, certificates and Opinions of Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Senior Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Senior Notes or to exchange such Senior Notes for an equal principal amount of Senior Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Senior Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Senior Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.02, 2.07, 2.10, 3.03, 3.06 or 3.1, in 9.05 which event the Company shall be responsible for paid by the payment of such taxes or chargesCompany). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Senior Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice any selection of Senior Notes for redemption of Notes under Section 3.02 and ending at the close of business on the such day of such mailing selection and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Senior Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchangesexchanges of a Physical Note, the Company shall execute and the Trustee upon Company Order shall authenticate Notes at the Registrar’s or co-Registrar’s written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing sending of a notice of redemption pursuant to Section 3.03 and paragraph 5 of the Notes and ending at the close of business on the day of such mailing sending and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note Security shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes Security may be effected only through a book entry system maintained by the Holder of such Global Note Security (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met, including an Opinion of Counsel with respect to whether (i) any Note constitutes a Restricted Security and (ii) the requirements for transfer of any Note have been satisfied, including the requirements provided for in Section 2.16; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.06, 4.15, 4.16 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent)Depository, in accordance with this Indenture and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systemApplicable Procedures.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 or 3.1Sections 2.10, in which event 3.06, 3.07, 3.09, 4.10, 4.14 and 9.05 hereof). (d) Neither the Company Registrar nor the Issuer shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (ie) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (f) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of such mailing and selection, (iiB) to register the transfer of or to exchange any Note so selected for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part. Any Holder part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date. (g) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal of (and premium, agree that transfers if any) and interest on such Notes and for all other purposes, and none of beneficial interests the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. (h) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (i) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Section 2.02 hereof. (or its agent)j) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by facsimile.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company Partnership shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06 and 9.04). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1, in which event the Company exchange of Global Notes or Definitive Notes shall be responsible for the payment valid obligations of the Partnership, evidencing the same Debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such taxes registration of transfer or charges). The Registrar or co-exchange. (e) Neither the Partnership nor the Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Partnership may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Partnership shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Partnership designated pursuant to Section 4.02, the Partnership shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Partnership shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Appendix A. (or its agent)i) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when (a) When Notes are presented to the Registrar or a co-Registrar registrar with a request to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of Notes of for other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute issue, and the Trustee shall authenticate authenticate, Notes at the Registrar’s or co-Registrar’s 's request, bearing registration numbers not contemporaneously outstanding. No service charge shall be made to a holder for any registration of transfer or exchangeexchange (except as otherwise expressly permitted herein), but the Company and the Registrar may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.7, 9.5 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)12.2 hereof. The Registrar Company or co-the Registrar shall not be required to to: (1) issue, register the transfer of or exchange of any Note (i) Notes during a period beginning at the opening of business 15 fifteen (15) days before the mailing day of a notice of redemption any selection of Notes for (x) redemption under Section 3.3 or (y) repurchase under Section 4.6 and ending at the close of business on the day of such mailing and selection; (ii2) register the transfer or exchange of any Note so selected for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part; or (3) register the transfer of any Notes surrendered for repurchase pursuant to Section 4.6. Any Holder All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (b) Notwithstanding any provision to the contrary contained herein, so long as a Global Security remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Sections 2.1(b) and 2.10. Except for transfers or exchanges made in accordance with Section 2.10, transfers of a Global Note shall, by acceptance Security shall be limited to transfers of such Global NoteSecurity in whole, agree that but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (c) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. (d) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Notes (including any transfers between or among the Depositary's participants or beneficial owners of beneficial interests in such any Global Notes may be effected only through a book entry system maintained by the Holder Security) other than to require delivery of such Global Note (or its agent)certificates and other documentation as is expressly required by, and that ownership to do so if and when expressly required by, the terms of a beneficial interest in this Indenture and to examine the Note shall be required same to be reflected in a book entry systemdetermine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Where Notes are presented to the Registrar or a co-Registrar registrar with a request to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute issue and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s 's request. No service charge shall be made to a Holder for any registration of transfer or exchangeexchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.06 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges11.05 hereof). The Registrar or co-Registrar Company shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes to be redeemed under Section 3.02 hereof and ending at the close of business on the day of such mailing and selection, or (ii) to register the transfer, or exchange, of any Note so selected for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part. Any Holder . (a) Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Section 2.01(b) and this Section 2.06(a); PROVIDED, HOWEVER, that beneficial interests in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by transferred to Persons who take delivery thereof in the Holder of such Global Note (or its agent), and that ownership form of a beneficial interest in the same Global Note in accordance with the transfer restrictions set forth in the Restricted Notes Legend and under the heading "Notice to Investors; Transfer Restrictions" in the Company's Offering Memorandum dated November 9, 2000. (i) Except for transfers or exchanges made in accordance with clauses (ii) through (iv) of this Section 2.06(a), transfers of a Global Note shall be required limited to be reflected transfers of such Global Note in whole, but not in part, to nominees of the Depositary or to a book entry systemsuccessor of the Depositary or such successor's nominee.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the CompanyLNR, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company LNR shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company LNR may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.4, 4.14 or 3.19.5, in which event the Company LNR shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06 and 9.04). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, in which event evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, agree that transfers and none of beneficial interests the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, or cause to be transferred by book entry, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Holder of Notes to be exchanged at such office or agency. Whenever any Global Note (Notes or its agent)Definitive Notes are so surrendered for exchange, the Company shall execute, and that ownership the Trustee shall authenticate and mail, or cause to be transferred by book entry, the replacement Global Notes and Definitive Notes which the holder making the exchange is entitled to in accordance with the provisions of a beneficial interest in the Note shall be Appendix A. (i) All certifications, certificates and Opinions of Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. 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 Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantee thereon) evidencing such transfer or exchange at the Registrar’s or co-Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Company may require from the Holder payment of a sum sufficient to cover any transfer tax, fee taxes or similar other governmental charge payable that may be imposed in connection therewith (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers charges due solely in respect of an exchange pursuant to Section 2.10 2.11, 3.06, 4.08, 4.12 or 3.1, 8.05 (in which event events the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIINotes, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry systementry. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company Partnership shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company Holders may require payment of a sum sufficient be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06 and 9.04). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1, in which event the Company exchange of Global Notes or Definitive Notes shall be responsible for the payment valid obligations of the Partnership, evidencing the same Debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such taxes registration of transfer or charges). The Registrar or co-exchange. (e) Neither the Partnership nor the Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Partnership may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Partnership shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Partnership designated pursuant to Section 4.02, the Partnership shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Partnership shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Appendix A. (or its agent)i) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount at maturity of Notes of or other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s Registrar or co-Registrar’s 's written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.04, 4.14, 4.15 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of any mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (iimailing,(ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in partpart or (iii) between a Record Date and the next succeeding Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note Notes (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) mailing, selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note Notes being redeemed in part, and during a Change of Control Offer, an Alternate Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and not withdrawn. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book book-entry system maintained by the Holder holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note Notes shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Case New Holland and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company Case New Holland shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company Case New Holland may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.06, 4.12, 4.15 or 3.19.06 hereof, in which event the Company Case New Holland shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominationsdenominations (but of the same series), the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption pursuant to Section 3.03 and paragraph 5 of the Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note Security shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes Security may be effected only through a book entry system maintained by the Holder of such Global Note Security (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and Company or the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers (without transfer to another Person) pursuant to Section 2.10 Sections 2.02, 2.10, 3.06, 4.15, 4.16 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before on the mailing of a day the Trustee receives notice of any redemption of Notes and ending at the close of business on the day such notice of such mailing and redemption is mailed to the Holders, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in partpart and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.06, 4.12, 4.15 or 3.19.06 hereof, in which event the Company Issuer shall be responsible for the payment of such taxes or chargestaxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing delivery of a notice of redemption of Notes and ending at the close of business on the day of such mailing and delivery, (ii) selected for redemption in whole or in part pursuant to Article III3 hereof, except the unredeemed portion of any Note being redeemed in part, or (iii) between a Record Date and the next succeeding Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1therewith. Without the prior written consent of the Issuer, in which event the Company shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) beginning at the opening of business on any Record Date and ending on the close of business on the related Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made imposed upon the Company, the Trustee or any Agent for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Disposition Offer if such Note is validly tendered pursuant to such Change of Control Offer or Asset Disposition Offer and not validly withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchangesexchanges in compliance with Appendix A, the Company Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made imposed on a holder of a beneficial interest in a Global Note or a Holder of a Definitive Note for any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 or 3.1Sections 2.10, in which event the Company shall be responsible for the payment of such taxes or charges3.06, 3.09, 4.10, 4.14 and 9.04). The In addition, the Issuers, the Trustee, the Transfer Agent and the Registrar or co-Registrar shall not may request such other evidence as may be required to register reasonably requested by them documenting the identity and/or signatures of the transferor and the transferees. (d) All Global Notes and Definitive Notes issued upon any registration of transfer of or exchange of any Note (i) during a period beginning at Global Notes or Definitive Notes shall be the opening valid obligations of business 15 days before the mailing Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole transfer or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in partexchange. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book entry systemand that transfers are subject to compliance with applicable law. (e) Neither the Issuers nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the day of any selection of Notes to be redeemed pursuant to Section 3.02 and ending at the mailing of such notice of redemption, (2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent or the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 in compliance with Appendix A, the Issuers shall execute, and the Trustee shall authenticate and deliver upon receipt of an Authentication Order, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Issuers designated pursuant to Section 4.02 so long as the requirements of this Indenture are met. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled in accordance with the provisions of Appendix A so long as the requirements of this Indenture are met. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 and Appendix A to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to the provisions of Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.02, 2.07, 2.10, 3.06, 4.15, 4.16 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges9.05). The Registrar or 43 -34- co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Senior Notes are presented to the Registrar or a co-Registrar with a request from the Holder of such Senior Notes to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of Senior Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. Every Senior 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 Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Senior Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s or co-Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Company may require from the Holder payment of a sum sufficient to cover any transfer tax, fee taxes or similar other governmental charge payable that may be imposed in connection therewith (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.10 2.11, 3.06, 4.08, 4.12 or 3.1, 8.05 (in which event events the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to exchange or register the a transfer of or exchange of any Senior Subordinated Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIISenior Subordinated Notes, except the unredeemed portion of any Senior Subordinated Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry systementry. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.06, 4.15, 4.16 or 3.19.06, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 The Senior Notes shall be issued in registered form and 2.17, when Notes are shall be transferable only upon surrender of a Senior Note for registration of transfer. When a Senior Note is presented to the Registrar or a co-Registrar registrar with a request to register the a transfer of such Notes or to exchange such Notes it for an equal principal amount of Senior Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, that the Senior Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company, the Trustee Company and the Registrar or co-Registrarregistrar, duly executed by the Holder thereof holder or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute issue and the Trustee shall authenticate Senior Notes at the Registrar’s or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax, fee or similar governmental charge payable in connection therewith exchange pursuant to this Section 2.06 (other than any such transfer taxes transfer, tax assessment or similar other governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.06 or 3.19.05 of this Indenture, in which event the Company shall be responsible for the payment of such taxes or chargespay). The Registrar or co-Registrar Company shall not be required (a) to issue, register the transfer of or exchange of any Note (i) Senior Notes during a period beginning at the opening of business 15 days before the day of any selection of Senior Notes for redemption under Section 3.02 of this Indenture and ending at the close of business on the day of selection, (b) to register the transfer of or exchange any Senior Note so selected for redemption in whole or in part, except the unredeemed portion of any Senior Note being redeemed in part, (c) to register the transfer of or exchange of any Senior Note for a period beginning 15 days before the mailing of a notice of redemption an offer to repurchase pursuant to Section 4.10 or Section 4.14 of Notes this Indenture and ending at the close of business on the day of such mailing mailing, or (d) to register the transfer of or exchange of any Senior Note 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Senior Note, the Company, the Trustee, and (ii) selected each Agent may deem and treat the person in whose name a Senior Note is registered as the absolute owner of such Senior Note for redemption in whole the purpose of receiving payment of principal of and interest on such Senior Note and for all other purposes whatsoever, whether or in part not such Senior Note is overdue, and neither the Company, the Trustee nor any Agent shall be affected by notice to the contrary. All Senior Notes issued upon any transfer or exchange pursuant to Article III, except the unredeemed portion terms of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of this Indenture will evidence the same debt and will be entitled to the same benefits under this Indenture as the Senior Notes surrendered upon such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (transfer or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systemexchange.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and Company or the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.6, 4.15, 4.16 or 3.19.5, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and mailing, (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in partpart and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the CompanyLennar, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company Lennar shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company Lennar may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.3, 4.14 or 3.19.5, in which event the Company Lennar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the CompanyLNR, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company LNR shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company LNR may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.4, 4.14 or 3.19.5, in which event the Company LNR shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Co-Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company Co-Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company Co-Issuers may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06, 4.10 and 9.05). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, in which event evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Appendix A. (or its agent)i) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 (a) The First Lien Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered First Lien Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06, 3.09, 4.15, 4.16 and 9.04). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1, in which event exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company and Co-Obligor, evidencing the same debt, and entitled to the same benefits under this First Lien Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any First Lien Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice any selection of First Lien Notes for redemption of Notes under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any First Lien Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Disposition Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any First Lien Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any First Lien Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any First Lien Note, the Trustee, any Agent and the Company shall deem and treat the Person in a Global whose name any First Lien Note shall, by acceptance is registered as the absolute owner of such Global NoteFirst Lien Note for the purpose of receiving payment of principal of, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the First Lien Notes) interest on such First Lien Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any First Lien Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement First Lien Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, First Lien Notes may be effected only through exchanged for other First Lien Notes from the same Series of First Lien Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the First Lien Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Appendix A. (or its agent)i) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes -------- ------- presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-co- Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption pursuant to Section 3.03 and paragraph 5 of the Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee Trustee, upon receipt of an Authentication Order, shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1therewith. Without the prior written consent of the Company, in which event the Company shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) beginning at the opening of business on any Record Date and ending on the close of business on the related Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer transfer, exchange or exchangeredemption, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.02, 2.07, 2.10, 3.06, 4.12, 4.13 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges9.05). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note The Registrar shall not be required to register the transfer of a Note until the Trustee has been directed to do so by the Company and has been advised in writing by the Company that an opinion of counsel acceptable to the Company has been received by the Company (which counsel may be reflected in a book entry systeman employee of the Noteholder) to the effect that the transfer of such Note is exempt from registration under the Securities Act or such registration is not required.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made imposed on any Holder by the Company, any Guarantor, the Trustee or the Registrar for any registration of transfer or exchangeexchange of Notes, but the Company may require payment of a Holder to pay a sum sufficient to cover any transfer tax, fee tax or similar other governmental charge payable taxes and fees required by law or permitted by this Indenture in connection therewith therewith. (other than d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event exchange. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with an Offer to Purchase under Section 4.15 or Section 4.16, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.01, the Company shall execute, and the Trustee shall authenticate and deliver, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Appendix A. (or its agent)i) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer into Extended Maturity Notes or pursuant to Section 2.10 Sections 2.10, 3.06, 3.09, 4.15, 4.16 and 9.05 of this Indenture). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1, in which event the Company exchange of Global Notes or Definitive Notes shall be responsible for the payment valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such taxes registration of transfer or charges). The Registrar or co-exchange. (e) None of the Company, the Transfer Agent and the Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Sale Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to ‎Section 4.02, the Company shall execute, and the Trustee shall authenticate and deliver, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained like aggregate principal amount upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Registrar or such other office specified by the Holder of such Company. Whenever any Global Note (Notes or its agent)Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 and Appendix A. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission (provided that ownership such electronic transmission shall be in the form of a beneficial interest in pdf file of a document executed by the required Person). (j) All transfers and exchanges of any Note shall be subject to the provisions set forth in Appendix A. The Trustee and the Registrar shall be entitled to receive such evidence as may be reasonably requested by it to establish the identity and/or signatures of any transferee or transferor. (k) The Company is not required to be reflected in a book entry systemtransfer or exchange any Note selected for redemption.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a coCo-Registrar with a request to register the a transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or coCo-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or coCo-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or coCo-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.07, 4.15, 4.16 or 3.19.05, in which event the Company Issuer shall be responsible for the payment of such taxes or chargestaxes). The Registrar or coCo-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business on the day which is 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered -------- ------- for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption pursuant to Section 3.03 and paragraph 5 of the Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.06, 4.11, 4.14 or 3.18.07, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar Company shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III3, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.14 and 2.172.15, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met, including an Opinion of Counsel with respect to whether (i) such Note constitutes a Restricted Security and (ii) the requirements for transfer of such Note have been satisfied, including the requirements provided for in Section 2.15; providedPROVIDED, howeverHOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.7, 4.14, 4.15 or 3.19.5, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a the 15-day period beginning at immediately preceding the opening of business 15 days before the mailing of a notice of redemption date in connection with any redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in partunder Section 3.3. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent)Depository, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a coCo-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or coCo-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or coCo-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes and the Guarantors shall execute Guarantees thereon at the Registrar’s 's or coCo-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.07, 4.15, 4.16 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or coCo-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business on the day which is 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.06, 4.13, 4.17 or 3.19.06, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III3, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 10.02 hereof being sometimes referred to herein as the "Note Register") in which, subject to such reasonable regulations as the Registrar may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. The Trustee is hereby initially appointed Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Subject to Sections 2.16 3.16 and 2.173.17, when Notes are presented to the Registrar or a co-Registrar with a request from the Holder of such Notes to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the such Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchangesWhenever any Notes are so presented for exchange, at the Registrar's or co-Registrar's written request, the Company shall execute execute, and the Trustee shall authenticate and deliver, the Notes at which the Registrar’s or co-Registrar’s requestHolder making the exchange is entitled to receive, and each Subsidiary Guarantor, if any, shall execute a notation on such Notes with respect to its Subsidiary Guarantee. No service charge shall be made to the Holder for any registration of transfer or exchange, but the . The Company may require from the Holder payment of a sum sufficient to cover any transfer tax, fee taxes or similar other governmental charge payable that may be imposed in connection therewith (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.10 10.10, 10.15 or 3.1, 9.06 hereof (in which event events the Company shall will be responsible for the payment of all such taxes which arise solely as a result of the transfer or chargesexchange and do not depend on the tax status of the Holder). The Registrar or co-Registrar Trustee shall not be required to exchange or register the transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the first mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole to be redeemed or in part pursuant to Article III, except the unredeemed portion of any Note selected, called or being called for redemption except, in the case of any Note where public notice has been given that such Note is to be redeemed in part, the portion thereof not to be redeemed. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company and each Subsidiary Guarantor, if any, evidencing the same Indebtedness, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when The Notes are presented issuable only in registered form. A Holder may transfer a Note by written application to the Registrar or stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a co-Registrar with a request to register Holder only upon, final acceptance and registration of the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, by the Registrar or co-Registrar shall register in the transfer or make Security Register. Prior to the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of any transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to Holder as provided herein, the Company, the Trustee Trustee, and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration any Agent of transfers and exchanges, the Company shall execute and treat the Trustee shall authenticate Notes at Person in whose name the Registrar’s Note is registered as the owner thereof for all purposes whether or co-Registrar’s request. No service charge not the Note shall be made for any registration of transfer or exchangeoverdue, but and neither the Company may require payment of a sum sufficient to cover any transfer taxCompany, fee or similar governmental charge payable in connection therewith (other than the Trustee, nor any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company Agent shall be responsible for affected by notice to the payment of such taxes or charges)contrary. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of Furthermore, any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made to a Holder or its transferee for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.10, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and Company or the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers (without transfer to another Person) pursuant to Section 2.10 Sections 2.02, 2.10, 3.06, 4.15, 4.16 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening close of business 15 days before on the mailing of a day the Trustee receives notice of any redemption of Notes and ending at the close of business on the day such notice of such mailing and redemption is mailed to the Holders, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in partpart and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes and the Subsidiary Guarantors shall execute Guarantees thereon at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.04, 4.14, 4.15 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and Company or the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.06, 4.15, 4.16 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a coCo-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or coCo-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or coCo-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes and the Guarantors shall execute Guarantees thereon at the Registrar’s or coCo-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.07, 4.15, 4.16 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or coCo-Registrar shall not be required to register the transfer of or exchange of any Note (i1) during a period beginning at the opening of business on the day which is 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii2) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall issue and execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made to a Noteholder for any registration of transfer or exchange, but the . The Company may require from such Noteholder payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.06, 4.15, 4.16 or 3.19.06, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), ) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix I. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 2.10, 3.06, 3.09, 4.15, 4.16 and 9.05). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, in which event evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Sale Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Appendix I. (or its agent)i) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment pay- ment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar other governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.02, 2.10, 3.06, 4.05, 4.14, or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges10.05). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree hereof, except the unredeemed portion of any Note being redeemed in part. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any Agent of the Company shall treat the person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee nor any such Agent shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest in a Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book book-entry system maintained by the Holder of such Global Note Depository (or its agent), and that ownership of a beneficial interest in the a Global Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to the provisions of Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.02, 2.07, 2.10, 3.06, 4.15, 4.16 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges9.05). The Registrar or 43 -35- co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to the provisions of Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, -------- however, that the Notes presented or surrendered for ------- registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.06, 4.15, 4.16 or 3.19.06, -38- in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when (a) When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, that the Notes any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Company, Registrar and the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or by his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company's order or at the Registrar’s 's request. The Registrar shall not be required to register the transfer of or co-Registrar’s requestexchange any Note selected for prepayment in whole or in part, except the portion not being paid of any Note being prepaid in part. The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of selection of Notes to be prepaid under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for prepayment in whole or in part, except the portion not being paid of any Note being prepaid in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. No service charge shall be made to any Holder of a Note for any registration of transfer or exchangeexchange (except as otherwise permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.06 and 9.05 hereof, which shall be paid by the Company). Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and Interest on such Notes and for all other purposes, and none of the Trustee, any Agent or 3.1, in which event the Company shall be responsible for affected by notice to the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systemcontrary.

Transfer and Exchange. Subject The Notes shall be issued in --------------------- registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with this Indenture. When a Note is presented to Sections 2.16 and 2.17the Registrar with a request to register a transfer, when the Registrar shall register the transfer as requested if the requirements of Section 8- 401(a)(1) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of Notes of other authorized denominationsdenominations and of a like aggregate Principal Amount at Maturity and tenor, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the The Company may require payment of a sum sufficient to cover any transfer taxpay all taxes, fee assessments or similar other governmental charge payable charges in connection therewith (other than with any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)this Section. The Registrar or co-Registrar Company shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in the transfer case of or exchange of any Note (iNotes to be redeemed in part, the portion thereof not to be redeemed) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Notes under Section 3.03 hereof and ending at the close of business on the day of such mailing and (ii) selected mailing. Prior to the due presentation for redemption in whole or in part pursuant to Article III, except the unredeemed portion registration of transfer of any Note, the Company, the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note being redeemed in partis registered as the absolute owner of such Note for the purpose of receiving any payment on such Note (including Contingent Interest, if any, and Liquidated Damages, if any) and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of a beneficial interests interest in such Global Notes Note may be effected only through a book book-entry system maintained by (i) the Holder of such Global Note (or its agent)) or (ii) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in the such Global Note shall be required to be reflected in a book entry systembook-entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture will evidence the same debt and will be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made imposed on any Holder by the Company, any Guarantor, the Trustee or the Registrar for any registration of transfer or exchangeexchange of Notes, but the Company may require payment of a Holder to pay a sum sufficient to cover any transfer tax, fee or similar other governmental charge payable taxes and fees required by law or permitted by this Indenture in connection therewith therewith. (other than d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event exchange. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with an Offer to Purchase under Section 4.15 or Section 4.16, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.01, the Company shall execute, and the Trustee shall authenticate and deliver, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Appendix A. (or its agent)i) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission. (j) The Trustee, Registrar and transfer agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in a book entry systemany note (including any transfers between or among participants or other beneficial owners of interests in any global note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements thereof.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall issue and execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made to a Noteholder for any registration of transfer or exchange, but the . The Company may require from such Noteholder payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.6, 4.15, 4.16 or 3.19.5, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at (and each of the Registrar’s or co-Registrar’s requestGuarantors shall execute a Guarantee thereon). No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.04, 4.14, 4.15 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (iimailing,(ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in partpart or (iii) between a Record Date and the next succeeding Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar Xxx Xxxxxxxxx or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and mailing, (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Disposition Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Disposition Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient the Holders to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 or 3.1Sections 2.10, in which event 3.06, 4.08 and 9.05 hereof). (d) Neither the Company Registrar nor the Issuer shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (ie) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (f) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of such mailing and selection, (iiB) to register the transfer of or to exchange any Note so selected for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part. Any Holder part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date. (g) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Notes, for conversion of such Note, agree that transfers and for all other purposes, and none of beneficial interests the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. (h) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (i) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Section 2.02 hereof. (or its agent)j) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by facsimile.

Transfer and Exchange. Subject to Sections 2.16 The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07, but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06, 3.09, 4.15, 4.16 and 9.04). All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, in which event evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Disposition Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in partpart or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. Any Holder Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company shall deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal of, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note (or its agent)Appendix A. All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.14 and 2.172.15, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met, including an Opinion of Counsel with respect to whether (i) such Note constitutes a Restricted Security and (ii) the requirements for transfer of such Note have been satisfied, including the requirements provided for in Section 2.15; providedPROVIDED, howeverHOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.07, 4.14, 4.15 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning commencing at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the such day of such mailing selection, and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent)Depository, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07, but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06, 3.09, 4.15, 4.16 and 9.04). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, in which event evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Disposition Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company shall deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal of, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Appendix A. (or its agent)i) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06, 3.09, 4.15, 4.16, 4.20 and 9.05). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, in which event evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Sale Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Appendix A. (or its agent)i) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 and 2.17the provisions of Section 2 of Appendix A, when Notes are presented to the Registrar or a co-Registrar registrar with a request to register the a transfer of such Notes or to exchange such Notes them for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements requirements, including, without limitation, compliance with Appendix A, for such transaction are met; provided, however, that the Notes any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Company, Registrar and the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof of such Note or his by its attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall Issue (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate authenticate, Notes at the Registrar’s or co-Registrar’s request. No service charge The Trustee shall be made for any registration notify the Company of all such registered transfers and exchanges contemporaneously with the occurrence of such transfer or exchange, but . Neither the Company may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event nor the Company shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of any redemption of Notes from the Company and ending at the close of business on the day the notice of such mailing and redemption is sent to Holders, (ii) selected for redemption redemption, in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in partpart may be transferred or exchanged, and (iii) during a Change of Control Offer, an Alternate Offer, a Collateral Asset Sale Offer, a Collateral Advance Offer, an Asset Sale Offer or an Advance Offer if such Note is tendered pursuant to such Change of Control Offer, Alternate Offer, Collateral Asset Sale Offer, Collateral Advance Offer, Asset Sale Offer or Advance Offer and not withdrawn. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover all documentary, stamp or similar issue or transfer tax or similar governmental charge payable in connection therewith (other than any such documentary, stamp or similar issue or transfer tax or similar governmental charge payable upon exchange pursuant to Section 2.10, 3.07 or 9.05, which the Company shall pay). Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing on such Note made by anyone other than the Company, the Registrar or any co-registrar) for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Note and for all other purposes, and notice to the contrary shall not affect the Trustee, any Agent or the Company. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book book-entry system (as described in Section 2.1(b) of Appendix A) maintained by the Holder of such Global Note depository (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes requested. 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 Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the Note Guarantee thereon) evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange, but . The Company or the Company Trustee may require from the Holder payment of a sum sufficient to cover any transfer tax, fee taxes or similar other governmental charge payable that may be imposed in connection therewith (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.10 2.11, 3.06, 4.08, 4.12 or 3.1, 8.05 (in which event events the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIINotes, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry systementry. Neither the Trustee nor the Registrar shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to the Company’s compliance with any Federal or state securities laws.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 or 3.1Sections 2.10, in which event 3.06, 3.07, 3.09, 4.10, 4.14 and 9.05 hereof). (d) Neither the Company Registrar nor the Issuer shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (ie) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (f) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of such mailing and selection, (iiB) to register the transfer of or to exchange any Note so selected for redemption in whole or in part pursuant to Article IIIpart, except the unredeemed portion of any Note being redeemed in part. Any Holder part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date. (g) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal of (and premium, agree that transfers if any) and interest on such Notes and for all other purposes, and none of beneficial interests the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. (h) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (i) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Section 2.02 hereof. (or its agent)j) All certifications, certificates and that ownership Opinions of a beneficial interest in the Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by facsimile.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Sections 2.10, 3.06 and 9.04). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. At the request of the Trustee, each holder that is a transferor of a Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 2.10 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or 3.1, in which event ensure the accuracy of such information. (e) Neither the Company nor the Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, agree that transfers and none of beneficial interests the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, or cause to be transferred by book entry, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained by like aggregate principal amount upon surrender of the Holder of Notes to be exchanged at such office or agency. Whenever any Global Note (Notes or its agent)Definitive Notes are so surrendered for exchange, the Company shall execute, and that ownership the Trustee shall authenticate and mail, or cause to be transferred by book entry, the replacement Global Notes and Definitive Notes which the holder making the exchange is entitled to in accordance with the provisions of a beneficial interest in the Note shall be Appendix A. (i) All certifications, certificates and Opinions of Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.06 to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. Subject to Sections 2.16 (a) The Notes shall be issued in registered form and 2.17, when Notes are presented to shall be transferable only upon the Registrar or surrender of a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered Note for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer and in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. compliance with Appendix A. (b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s or co-Registrar’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06, 3.09, 4.15, 4.16, 4.18 and 9.05). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 3.1, in which event the Company exchange of Global Notes or Definitive Notes shall be responsible for the payment valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such taxes registration of transfer or charges). The Registrar or co-exchange. (e) None of the Company, the Transfer Agent and the Registrar shall not be required (1) to issue, to register the transfer of or to exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing and selection, (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Sale Offer, in whole or in part pursuant to Article IIIpart, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Any Holder part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a beneficial interest transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in a Global whose name any Note shall, by acceptance is registered as the absolute owner of such Global NoteNote for the purpose of receiving payment of principal, agree that transfers premium, if any, and (subject to the Record Date provisions of beneficial interests the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and deliver, in such Global the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book entry system maintained like aggregate principal amount upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Registrar or such other office specified by the Holder of such Company. Whenever any Global Note (Notes or its agent)Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 and Appendix A. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission (provided that ownership such electronic transmission shall be in the form of a beneficial interest in pdf file of a document executed by the required Person). (j) All transfers and exchanges of any Note shall be required subject to the provisions set forth in Appendix A. In addition, the Trustee and the Registrar shall be reflected in a book entry systementitled to receive such evidence as may be reasonably requested by it to establish the identity and/or signatures of any transferee or transferor.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.06, 4.15, 4.16 or 3.19.06, 44 -36- in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register from the transfer Holder of such Notes to register a transfer or to exchange such Notes them for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its the requirements for such transaction of Section 8-401(a) of the New York Uniform Commercial Code are met; provided, however, that the Notes . 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 Company, the Trustee Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company Issuers shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s or co-Registrar’s 's request. No service charge shall be made to the noteholder for any registration of transfer or exchange, but the Company . The Registrar may require from the noteholder payment of a sum sufficient to cover any transfer tax, fee taxes or similar other governmental charge payable that may be imposed in connection therewith (other than relation to a transfer or exchange, but this provision shall not apply to any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to Section 2.10 2.11, 3.06, 4.10, 4.19 or 3.1, 8.05 (in which event events the Company Issuers shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to exchange or register the a transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption selection of Notes and ending at the close of business on the day of such mailing and (ii) to be redeemed or any Note selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in partredemption. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry systementry. Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any provision of this Indenture and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuers' compliance with or have any responsibility with respect to the Issuers' compliance with any Federal or state securities laws.

Transfer and Exchange. (a) Subject to the provisions of Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, provided that the any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.02, 2.10, 3.06, 4.15, 4.16 or 3.113.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). . (b) The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III3, except the unredeemed portion of any Note being redeemed in part. . (c) Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17(a) Section 3.06 of the Base Indenture, when Notes are presented as supplemented by this Section 3.03, shall apply to the Registrar or a co-Registrar with a request to register transfer and exchange of the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Notes. (b) The Security Registrar shall register the not be required to effect any transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory (other than to the Company, Company or The Depository Trust Company or its nominee) of any individual Security on the Trustee and Security Register unless (i) it receives a certificate substantially in the Registrar or co-Registrar, form of the Rule 144A Certificate duly executed by the Holder thereof holder or his attorney duly authorized in writing. To permit , or (ii) the Company determines that any other exemption from the registration of transfers requirements under the Securities Act is available and exchangesthe Company causes to be delivered to the Security Registrar (if other than the Company) an Officer’s Certificate to such effect; and in each case, the Company shall execute and or the Notes Trustee shall authenticate receives such documentation, including opinions of counsel, requested by the Company or the Notes at Trustee in order to confirm compliance with the Registrar’s transfer restrictions set forth herein; provided that, if the requested transfer or co-Registrar’s request. No service charge exchange is made by the registered holder of an individual Security that does not bear the Restricted Legend, then no certification shall be made required. In the event that a Global Security or an individual Security that does not bear the Restricted Legend is surrendered for any registration of transfer or exchange, but upon transfer or exchange the Notes Trustee shall deliver an individual Security that does not bear the Restricted Legend. The Company may require payment from any Person requesting a transfer or exchange in reliance upon this Section 3.03(b) an opinion of a sum sufficient counsel and any other reasonable certifications and evidence in order to cover support such certificate. (c) No certification is required in connection with any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest therein) after such Note is eligible for resale pursuant to Rule 144 without being subject to any conditions as provided in Rule 144; provided that the Company has provided the Notes Trustee with an Officer’s Certificate to that effect. Any individual Security delivered in reliance upon this paragraph will not bear the Restricted Legend. (d) The Notes Trustee shall retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note that is not a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note Security (or its agenta beneficial interest therein), and that ownership the Company shall have the right to inspect and make copies thereof at any reasonable time upon written notice to the Notes Trustee. (e) The Notes Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this First Supplemental Indenture or under applicable law with respect to any transfer of a beneficial any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Note terms of, this First Supplemental Indenture, and to examine the same to determine compliance on their face as to form with the express requirements hereof. (f) In the event that a Depositor Affiliated Owner/Holder requests that the trustee of the Trust exchange Trust Securities for Notes pursuant to Section 5.4(e) of the Trust Declaration, the Notes Trustee shall be required register the transfer of such Notes to be reflected in a book entry system.the Depositor Affiliated Owner/Holder or, if requested by such Depositor Affiliated Owner/Holder, cancel such Notes in

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company and the Trustee may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to the provisions of Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.06, 4.14, 4.15 or 3.19.06, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when (a) When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, that the Notes any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Company, Registrar and the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or by his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company's order or at the Registrar’s 's request. The Registrar shall not be required to register the transfer of or co-Registrar’s requestexchange any Note selected for prepayment in whole or in part, except the portion not being paid of any Note being prepaid in part. The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of prepayment of Notes under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for prepayment in whole or in part, except the portion not being paid of any Note being prepaid in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. No service charge shall be made to any Holder of a Note for any registration of transfer or exchangeexchange (except as otherwise permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.06 and 9.05 hereof, which shall be paid by the Company). Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and Interest on such Notes and for all other purposes, and none of the Trustee, any Agent or 3.1, in which event the Company shall be responsible for affected by notice to the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systemcontrary.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes and the Subsidiary Guarantors shall execute Guarantees thereon at the Registrar’s 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.04, 4.15, 4.16 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.