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 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 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 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 (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 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 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, 4.15 and 9.04). The In addition, the Trustee 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 Issuer, guaranteed by the Guarantors, 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 Issuer 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 Issuer 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 Issuer 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 Issuer designated pursuant to Section 4.02, the Issuer 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 Issuer 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 Issuer 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 exchange of Notes, the Issuer or DTC shall be required to provide or cause to be provided to the Trustee all information available to them 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 6045. 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 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 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 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 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 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 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 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 any Transfer Agent 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 such Transfer Agent 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 Issuer and the Registrar or co-Registrarsuch Transfer Agent, duly executed by the Holder thereof or his or her attorney duly authorized in writingwriting and such other documents as such Transfer Agent may reasonably require. To permit registration registrations of transfers and exchanges, the Company Issuer shall execute issue and the Trustee shall authenticate Notes at the Registrar’s or co-Registrarsuch Transfer Agent’s request. No service charge shall be made for any registration of transfer or exchange, but the Company Issuer 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 or 3.1, in which event the Company therewith. No Agent 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 fifteen (15) days before the mailing giving of a notice of redemption of Notes and ending at the close of business on the day of such mailing notice 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 DTC, in accordance with this Indenture 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 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 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 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 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, 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 none of the Company, the Trustee nor any such Agent shall be affected by notice to the contrary. Any consent, waiver or actions of a Holder shall be binding upon any subsequent Holders of such Security or a Security received upon transfer. 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 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 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 other governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.02, 2.10, 3.06, 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 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 none of the Company, the Trustee nor any such Agent shall be affected by notice to the contrary. Any consent, waiver or actions of a Holder shall be binding upon any subsequent Holders of such Security or a Security received upon transfer. 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 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 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 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 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 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 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder 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 the requirements for such transaction of this Indenture 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 Issuer 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 Issuer shall issue and execute and the Trustee shall shall, upon receipt of a written order of the Issuer, authenticate new Notes 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 . The Registrar 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 or 3.1, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register the a transfer of or exchange (a) 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 to be redeemed, (b) of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of a beneficial interest in a any 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 such Global Note shall be required to be reflected in a book entry systementry. Each Holder of a Note agrees to indemnify the Issuer 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, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

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 (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 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, 4.14, 4.15 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 Issuers, 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 Issuers 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 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 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, 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 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, 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 agency or office specified by the Holder of such Issuers. Whenever any Global Note (Notes or its agent)Definitive Notes are so surrendered for exchange, the Issuers shall execute, and that ownership 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 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 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 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 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 Noteholder for any registration of transfer or exchange, but the . The Company 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, 4.18 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 to be redeemed or of business on the day of such mailing and (ii) selected any Note selected, called or being called 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 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 Company 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 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 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 the Appendix. When a Note 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 Section 8-401(1) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-Registrar 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 upon receipt of a Company Order, the Trustee shall authenticate Notes at the Registrar’s or co-Registrarregistrar’s request. No service charge shall be made for any registration of transfer The Company or exchange, but the Company Trustee 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 taxes, assessments or similar governmental charge payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 or 3.1Sections 2.07, in which event the Company shall be responsible for the payment of such taxes or charges3.06, 4.06, 4.08 and 9.04). 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 Notes to be redeemed in part, the portion thereof not to be redeemed) or exchange of any Note (i) during Notes for a period beginning at the opening of business 15 days before the mailing of a notice of redemption selection of Notes to be redeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Note, the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent, the Registrar and ending at any co-registrar may deem and treat the close of business on Person in whose name a Note is registered as the day absolute owner of such mailing Note for the purpose of receiving payment of principal of and (iisubject to Section 2 of the Notes) selected interest, if any, on such Note and for redemption in whole all other purposes whatsoever, whether or in part pursuant not such Note is overdue, and none of the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to Article III, except the unredeemed portion of any Note being redeemed in partcontrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests interest in such Global Notes Note may be effected only through a book book-entry system maintained by (a) the Holder of such Global Note (or its agent)) or (b) 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. 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 When a Note is presented to Sections 2.16 and 2.17the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met and, 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 are met; provided, however, provided that the Notes every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed 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 duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Note for registration of transfer at the office or agency maintained pursuant to Section 2.03 hereof, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company may require payment by the Holder of a sum sufficient to cover any transfer tax, fee tax 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 Sections 2.09, 3.06 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)8.05 hereof. The Registrar or co-Registrar Trustee shall not be required to register the transfer transfers of Notes or to exchange of any Note (i) during Notes for a period beginning at the opening of business 15 days before the mailing selection of a notice any Notes to be redeemed. The Trustee shall not be required to exchange or register transfers of redemption of any Notes and ending at the close of business on the day of such mailing and (ii) selected called or being called for redemption in whole or in part pursuant to Article IIIpart, 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 2.14 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 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 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 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 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 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 2.10, 3.06, 4.13, 4.16 or 3.19.06, in which event the Company Issuers 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, 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 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 the terms herein. When a Note is presented to Sections 2.16 the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and 2.17, when transfer documents) therefor 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 shall, in accordance with Section 2.03, 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 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 (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers exchange pursuant to this Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)2.07. The Registrar or co-Registrar Company shall not be required to register make, and the transfer of Registrar need not register, transfers or exchange exchanges of any Note Notes selected for redemption (iexcept, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) during or of any Notes for 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 partbe redeemed. 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 (a) the Holder of such Global Note (or its agent)) or (b) 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 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. 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 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 hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the applicable Depositary.

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 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 whatsoever 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 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 2.16 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 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 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 and the Guarantor 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, 4.15, 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.

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 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder 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 the requirements for such transaction of this Indenture 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 Issuer 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 Issuer shall issue and execute and and, upon receipt of a written order of the Issuer, the Trustee shall authenticate new Notes 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 . The Registrar may require from the Holder 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 other governmental charge payable upon exchanges charges that may be imposed in relation to a transfer or transfers exchange of Notes, but this provision shall not apply to any transfer or exchange pursuant to Section 2.10 2.11, 3.06, 4.08 or 3.1, 8.05 (in which event events the Company Issuer shall be responsible for the payment of any such taxes or charges). The Registrar or co-Neither the Issuer nor the Registrar shall not be required to exchange or register the a transfer of or exchange (a) 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 to be redeemed, (b) of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of a beneficial interest in a any 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 such Global Note shall be required to be reflected in a book entry systementry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such ▇▇▇▇▇▇’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

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 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 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.

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 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 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 ▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 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 on any Holder by the Company, the Trustee or the Registrar in connection with any registration of transfer or exchange, 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 taxes and fees payable in connection therewith (other than any such transfer taxes or similar governmental charge and fees payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06, 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 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 and Additional Amounts, 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, upon receipt of an Authentication Order, 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, upon receipt of an Authentication Order, 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 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 in a book entry systemaccordance with Section 12.01.

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 them for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer of or make the exchange as requested if its requirements for such transaction transactions are met; providedPROVIDED, howeverHOWEVER, 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 transfer and exchanges, the Company shall execute issue and the Trustee shall authenticate Notes at the Registrar’s 's request, subject to such rules as the Trustee may reasonably require. Neither the Company nor the Registrar shall be required to (i) issue, register the transfer of or co-Registrar’s requestexchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of any selection of Notes for redemption under Section 3.02 or (ii) 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. No service charge shall be made to any Holder of a Note 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 3.19.05, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of the transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in which event 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 Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Trustee, any Agent nor 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 2.17the provisions of Section 2.16, 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 27 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 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 writingwriting and such other documents as the Registrar or co-Registrar may reasonably require. 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 Sections 2.10, 3.06, 4.10, 4.19, 4.20 or 3.1, 4.22 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 on the day which is 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 DTC, in accordance with this Indenture 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 systemApplicable Procedures.

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 CompanyIssuers, 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 Issuers 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 Issuers 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 Issuers 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.. 29 145385.01

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 Noteholder for any registration of transfer or exchange, but the . The Company 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, 4.10, 4.18 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 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 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 Company 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 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 shall execute and the U.S. 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 Sections 2.10, 3.06, 3.10, 4.10, 4.14 and 9.04). In addition, the Company, the U.S. Trustee, the Transfer Agent and the Registrar may request such other evidence as may be 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 or 3.1exchange 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. Any holder of a beneficial interest in which event a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent) or and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. (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 of a notice of redemption of Notes pursuant to Section 3.03 and ending at the close of business on the day mailing of such mailing and notice of redemption, (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 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, each of the Trustees, any Agent or 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 either of the Trustees, 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 U.S. Trustee shall authenticate and deliver upon receipt of an Authentication Order, 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 so long as the requirements of this Indenture are met. (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 the office or agency of the Company 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 Company shall execute, and the U.S. Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled and, as applicable, in accordance with the provisions of such Global Note Appendix A so long as the requirements of this Indenture are met. (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 and, as applicable, in accordance with Appendix A 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 Whenever Notes are presented to the Registrar or a co-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 reliance on Regulation S or to QIBs in reliance on Rule 144A in accordance with Section 2.01(b), Section 2.01(d), Section 2.06(a) and Section 2.06(b); 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 shall be required in accordance with the transfer restrictions set forth in the Restricted Notes Legend and under the heading "Transfer Restrictions" in the Company's Offering Memorandum dated December 8, 2003 with respect to be reflected in a book entry systemthe Notes.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when When Notes of a Series are presented to the Registrar or a co-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 denominationsthe same Series, 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 Issuers shall execute execute, and the Trustee Trustee, upon a Company Order, shall authenticate authenticate, Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchangeexchange (except as otherwise expressly permitted herein), but the Company Issuers may require payment from the transferring or exchanging Holder, as the case may be, 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 2.11, 3.06 or 3.1, in which event the Company 9.04). No Issuer or Registrar shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required (a) to issue, register the transfer of of, or exchange Notes of any Note (i) during a Series for the period beginning at the opening of business 15 days before immediately preceding the mailing of a notice of redemption of Notes of that Series selected for redemption and ending at the close of business on the day of such mailing and mailing, or (iib) selected to register the transfer or exchange of Notes of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Notes selected, called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any All Notes presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied by a written instrument or instruments of transfer satisfactory to the Issuers and the Registrar, duly executed by the registered Holder of a beneficial interest or by such Holder’s duly authorized attorney in a Global Note shallwriting and, if necessary, by acceptance the transferee or such transferee’s duly authorized attorney in writing. The provisions of such this Section 2.08 are, with respect to any 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 subject to be reflected in a book entry systemSection 2.14 hereof.

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 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 26 20 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, 3.6, 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 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 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 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. 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. (a) Subject to Sections 2.16 and 2.17, when Notes 2.17 where Securities are presented to the Registrar or a co-Registrar registrar with a request to register the transfer of such Notes thereof or to exchange such Notes them 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 transactions are met; provided, however, that the Notes any Security 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 Securityholder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company shall execute issue and the Trustee shall authenticate Notes Securities at the Registrar’s 's request. (b) The Company and the Registrar shall not be required (i) to issue, to register the transfer of or co-Registrar’s request. to exchange Securities during a period beginning at the opening of business on a Business Day 15 days before the day of any selection of Securities for redemption pursuant to Article 3 and ending at the close of business on the day of selection, (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (iii) to register the transfer or exchange of a Security between the Record Date and the next succeeding Interest Payment Date. (c) No service charge shall be made for any registration of a transfer or exchangeexchange (except as otherwise expressly permitted herein), but the Company may require payment by the Securityholder 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 2.10, 3.6 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges9.5). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note . (id) 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 any 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 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 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. (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, when When Notes are presented to the Registrar or a co-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 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 repayment 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, 3.04, 4.15, 4.16 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes tax or chargescharge). 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 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder 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 the requirements for such transaction of this Indenture 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 Issuer 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 Issuer 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 request. No service charge shall be made to the Holder for any registration of transfer or exchange, but the Company . The Registrar 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, 4.14 or 3.1, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register the a transfer of or exchange (a) 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 to be redeemed, (b) of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a record date and the next succeeding Interest Payment Date. Any Holder of a beneficial interest in a any 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 such Global Note shall be required to be reflected in a book entry systementry. Each Holder of a Note agrees to indemnify the Issuer 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. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal or state securities laws.

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 any documentary, stamp or similar issue or transfer taxes or other similar governmental charges payable in connection therewith (other than any such documentary, stamp or similar issue or transfer tax or other similar governmental charge payable upon exchange or transfer 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 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 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 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 metrequested; provided, however, provided 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 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 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 . The Company 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, 3.6, 4.8, 4.14 or 3.1, 8.5 (in which event events the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar Trustee 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 partthereof selected for redemption). 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 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 Company 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 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 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, 3.03, 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.

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 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 requestSubsidiary Guarantors 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 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 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 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 Guarantees 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 . 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, 8.04 (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 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 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 charges payable upon exchanges exchange or transfers transfer pursuant to Section 2.10 Sections 2.10, 3.06, 3.10, 4.15, 4.16 or 3.19.05). (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, 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 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. #96393093v27 (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 deliver, the replacement Global Notes or Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note Appendix A so long as the requirements of this Indenture are satisfied. (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 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 (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 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, 2.13, 3.06, 3.10, 4.10 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 Issuer, 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 Issuer 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 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 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 Issuer 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 Issuer designated pursuant to Section 4.02, 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. (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 Issuer 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 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 Sections 2.02(b), 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request from such Holder 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 the requirements for such transaction of this Indenture 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 Issuer 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 Issuer shall issue and execute and the Trustee shall shall, upon receipt of a written order of the Issuer, authenticate new Notes 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 . The Registrar 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, 4.14 or 3.1, 8.05 (in which event events the Company Issuer shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Without the prior consent of the Issuer, the Registrar shall not be required to exchange or register the a transfer of or exchange (a) 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 to be redeemed, (b) of business on the day of such mailing and (ii) selected any Note selected, called or being called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, or (c) of any Note between a Record Date and the next succeeding Interest Payment Date. Any Holder of a beneficial interest in a any 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 such Global Note shall be required to be reflected in a book entry systementry. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such H▇▇▇▇▇’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any Federal, state or foreign securities laws.

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 CompanyIssuer, 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 Issuer shall execute and the Trustee Trustee, upon written demand of the Issuer in the form of an Officers' Certificate of the Issuer, 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 Issuer may require payment repayment 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, 4.15, 4.16 or 3.19.05, in which event the Company Issuer shall be responsible for the payment of such taxes tax or chargescharge). 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 of a notice of redemption of Senior 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 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 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 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 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 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 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 (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 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 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 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 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 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 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 U.S. 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 Sections 2.10, 3.06, 3.10, 4.10, 4.14 and 9.05). In addition, the Company, the U.S. Trustee, the Transfer Agent and the Registrar may request such other evidence as may be 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 or 3.1exchange 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. Any holder of a beneficial interest in which event a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent) or and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. (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 of a notice of redemption of Notes pursuant to Section 3.03 and ending at the close of business on the day mailing of such mailing and notice of redemption, (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 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, each of the Trustees, any Agent or 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 either of the Trustees, 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 U.S. Trustee shall authenticate and deliver upon receipt of an Authentication Order, 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 so long as the requirements of this Indenture are met. (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 the office or agency of the Company 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 Company shall execute, and the U.S. Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled and, as applicable, in accordance with the provisions of such Global Note Appendix A so long as the requirements of this Indenture are met. (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 and, as applicable, in accordance with Appendix A to effect a book entry systemregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.