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 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, 4.10, 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 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 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 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 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 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 2.10, 3.06, 4.07 or 3.19.06 hereof, 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 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 systemin accordance with the applicable procedures of the Depository.

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

Transfer and Exchange. Subject to Sections 2.16 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 shall execute execute, and the Trustee Trustee, upon a Company Order, shall authenticate Notes at the Registrar’s or co-Registrar’s requestauthenticate, Notes. No service charge shall be made for any registration of transfer or exchangeexchange (except as otherwise expressly permitted herein), but the Company 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 9.04). Neither the Company nor the Trustee 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 30 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 2.08, shall be accompanied by a written instrument or instruments of transfer satisfactory to the Company and the Trustee, 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 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 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 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 (and each of the Guarantors shall execute a Guarantee 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 tax or similar governmental charge payable in connection therewith payable by the transferor of such Securities (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 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 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchangesexchanges of a Physical Note, the Company shall execute and the Trustee upon Company Order shall authenticate Notes at the Registrar’s or co-Registrar’s written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing sending of a notice of redemption pursuant to Section 3.03 and paragraph 5 of the Notes and ending at the close of business on the day of such mailing sending and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note Security shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes Security may be effected only through a book entry system maintained by the Holder of such Global Note Security (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized 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 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 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 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 (and each of the Guarantors shall execute a Guarantee 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 tax or similar governmental charge payable in connection therewith payable by the transferor of such Securities (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 Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

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

Transfer and Exchange. Subject to Sections 2.16 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 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 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 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 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; 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, 3.09 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 2.17, 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 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 the provisions of Sections 2.15 and 2.16 and 2.17hereof, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Case New Holland and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, the Company Case New Holland shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company Case New Holland may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.06, 4.12, 4.15 or 3.19.06 hereof, in which event the Company Case New Holland shall be responsible for the payment of such taxes or chargestaxes). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days Business Days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III3 hereof, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

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

Transfer and Exchange. Subject to Sections 2.16 and 2.17Section 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 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 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar’s 's written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges)therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption pursuant to Section 3.03 and paragraph 5 of the Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

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

Transfer and Exchange. Subject to the provisions of Sections 2.16 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 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 2.14 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 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 Notes When Debentures 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 Debentures of the same series of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction transactions are met; provided. To permit registrations of transfer and exchanges, howeverthe Company shall execute and the Trustee shall authenticate Debentures, that all at the Notes Registrar's request. Every Debenture presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed endorsed, or be 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 The Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No not require payment of a service charge shall be made for any registration of transfer or exchangeexchange of Debentures, but 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 that may be imposed in connection therewith with the registration of the transfer or exchange of Debentures from the Debentureholder requesting such transfer or exchange (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, exchange of a temporary Debenture for a definitive Debenture not involving any change in which event the Company shall be responsible for the payment of such taxes or chargesownership). The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of or exchange of (a) any Note (i) during Debenture for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes Debentures and ending at the close of business on the day of such mailing and or (iib) selected any Debenture 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 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.redemption,

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 co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to the provisions of Sections 2.16 and 2.17, when Notes are presented to the Registrar or a 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 other authorized denominationsdenominations of the same series, 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 Company and the Registrar or coCo-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 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 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 2.03, 2.11, 3.06, 4.14, 4.15 or 3.1, 9.05 in which event the Company shall be responsible for the payment of such taxes or governmental charges). 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 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 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 Notes are presented to the Registrar or a coCo-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or coCo-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or coCo-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes and the Guarantors shall execute Guarantees thereon at the Registrar’s or coCo-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.07, 4.15, 4.16 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). The Registrar or coCo-Registrar shall not be required to register the transfer of or exchange of any Note (i1) during a period beginning at the opening of business on the day which is 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii2) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized 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 (a) When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes them for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction transactions are met; provided, however, that the Notes any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Company, Registrar and the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or by his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company's order or at the Registrar’s 's request. The Registrar shall not be required to register the transfer of or co-Registrar’s requestexchange any Note selected for prepayment in whole or in part, except the portion not being paid of any Note being prepaid in part. The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of prepayment of Notes under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for prepayment in whole or in part, except the portion not being paid of any Note being prepaid in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. No service charge shall be made to any Holder of a Note for any registration of transfer or exchangeexchange (except as otherwise permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 Sections 2.10, 3.06 and 9.05 hereof, which shall be paid by the Company). Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and Interest on such Notes and for all other purposes, and none of the Trustee, any Agent or 3.1, in which event the Company shall be responsible for affected by notice to the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systemcontrary.

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

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

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when 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 the 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 '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 Xxx Xxxxxxxxx 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 the 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 part, (iii) beginning at the opening of business on any Record Date and ending on the close of business on the related Interest Payment Date and (iv) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount at maturity 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 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, 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 III, except the unredeemed portion of any Note being redeemed in part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes 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 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 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 mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systementry.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when 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 shall, subject to Section 2.17, 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 request(and each Subsidiary Guarantor shall execute a Note 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 (whether pursuant to a Change of Control Offer, a Net Proceeds Offer or otherwise) 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 holder of a beneficial interest in a Global Note shallNote, by acceptance of such Global Note, agree agrees 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. Neither the Company nor the Trustee shall be liable for any delay by the Holder of a Global Note or the Depository in identifying the beneficial owners of any Note and the Company and the Trustee may conclusively rely on instructions from the Holder of a Global Note or the Depository for all purposes.

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

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

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

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

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

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

Transfer and Exchange. Subject to Sections 2.16 and 2.17the 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; 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 (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 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. 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 Subsidiary Guarantors shall execute the Subsidiary 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 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 issue 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, 3.06 or 3.14.10, 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)Common Depository and Euroclear and Clearstream, 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 the provisions of SECTIONS 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 at maturity 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; 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 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 issue 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 SECTION 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 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 IIIARTICLE THREE, 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 When Securities 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 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; providedPROVIDED, howeverHOWEVER, 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 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 Securities 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 register the transfer or co-Registrar’s requestexchange of a Security between the record date and the next succeeding interest payment date. No service charge shall be made to any 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 Sections 2.10 or 3.18.05 hereof, which shall be paid by the Company). Prior to due presentment for registration of transfer of any Security, the Trustee, any Agent and the Company may deem and treat the Person in which event whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of, premium, if any, and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Trustee, any Agent nor the Company shall be responsible for affected by notice to the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systemcontrary.

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

Transfer and Exchange. Subject 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 2.15 and 2.172.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s '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 therewith. The Company shall not be responsible for required and, without the payment prior written consent of such taxes or charges). The Registrar or co-the Company, the 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, (iii) that has been tendered (and not validly withdrawn) in a Change of Control Offer, and (iv) beginning at the opening of business on any Record Date and ending on the close of business on the related Interest Payment Date. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent)) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 the provisions of Section 2.14 and 2.172.15, when Physical 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 issue 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 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, 3.06, 4.10, 4.11 or 3.19.05, in which event the Company shall be responsible for the payment of such taxes or chargestaxes). Interests in Global Notes may be transferred in accordance with Applicable Procedures of the Depository. 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 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 or (iii) tendered and not withdrawn in connection with a Change of Control Offer or a Net Proceeds Offer. 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 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 or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 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 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 Xxx Xxxxxxxxx or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

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

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when 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 Sections 2.16 Section 2.14 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; providedprovided , howeverhowever , that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1therewith. Without the prior written consent of the Issuer, in which event the Company shall be responsible for the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (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 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 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 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 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 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 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 Sections 2.10, 3.04, 4.15 or 3.19.05, in which event the Company Issuer 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 IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder 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 and 2.17, when Notes are presented to the Registrar or a coCo-Registrar with a request to register the a transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or coCo-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or coCo-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or coCo-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 2.10, 3.07, 4.15, 4.16 or 3.19.05, in which event the Company Issuer shall be responsible for the payment of such taxes or chargestaxes). The Registrar or coCo-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business on the day which is 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

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

Transfer and Exchange. Subject to the provisions of Sections 2.16 2.15 and 2.172.16, when Notes 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 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 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 '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, 4.16 or 3.14.17, 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 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. Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

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 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 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 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 or 3.1, in which event the Company shall be responsible for the payment of such taxes or charges3.06). 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 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 Note or a Note received upon transfer. 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 Depositary (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. Holdings shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 10.02 hereof being sometimes referred to herein as the "Note Register") in which, subject to such reasonable ------------- regulations as the Registrar may prescribe, Holdings shall provide for the registration of Notes and of transfers and exchanges of Notes. The Trustee is hereby initially appointed Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Subject to Sections 2.16 3.16 and 2.173.17, when Notes are presented to the Registrar or a co-Registrar with a request from the Holder of such Notes to register the transfer of such Notes or to exchange such Notes for an equal principal amount at maturity of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its all applicable legal requirements for such transaction are metsatisfied; provided, however, that the Notes presented every Note pre- sented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Company, the Trustee Holdings and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchangesWhenever any Notes are so presented for exchange, the Company Holdings shall execute execute, and the Trustee shall authenticate and deliver, the Notes at which the Registrar’s or co-Registrar’s requestHolder making the exchange is entitled to receive. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Company . Holdings 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 3.04, 9.06, 10.10, 10.15 or 3.1, 12.02 hereof (in which event the Company shall events Holdings will be responsible for the payment of all such taxes which arise solely as a result of the transfer or chargesexchange and do not depend on the tax status of the Holder). The Registrar or co-Registrar Trustee shall not be required to exchange or register the transfer of or exchange of any Note (i) during for a period beginning at the opening of business 15 days before immediately preceding the first mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole to be redeemed or in part pursuant to Article III, except the unredeemed portion of any Note selected, called or being called for redemption or repurchase except, in the case of any Note where public notice has been given that such Note is to be redeemed in part, the portion thereof not to be redeemed. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of Holdings, evidencing the same Indebtedness, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global 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 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 2.17, when Notes When Securities 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 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; providedPROVIDED, howeverHOWEVER, 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 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 Securities 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 register the transfer or co-Registrar’s requestexchange of a Security between the record date and the next succeeding interest payment date. No service charge shall be made to any 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 Sections 2.10 or 3.17.05 hereof, which shall be paid by the Company). Prior to due presentment for registration of transfer of any Security, the Trustee, any Agent and the Company may deem and treat the Person in which event whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of, premium, if any, and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Trustee, any Agent nor the Company shall be responsible for affected by notice to the payment of such taxes or charges). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systemcontrary.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when 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, 3.07, 4.07 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 3.01 hereof or to be converted under Section 4.01 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 or conversion in whole or in part pursuant to Article IIIpart, except the unredeemed or unconverted portion of any Note being redeemed or converted in part. Notwithstanding anything contained herein to the contrary, neither the Trustee nor the Registrar shall be responsible for ascertaining whether any purchase or transfer complies with the registration provisions of or exemptions from the Securities Act or any applicable state securities laws. Any Holder transfer or exchange of a beneficial interest Note in a Global Note shall, certificated form shall be accompanied by acceptance surrender of such Global the certificated Note, agree that transfers endorsed or accompanied by an instrument of beneficial interests in such Global Notes may be effected only through a book entry system maintained transfer acceptable to the Registrar, executed by the Holder of such Global Note (or an attorney in fact acting on its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry systembehalf.

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

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when 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 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 Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company Issuers shall issue and execute and and, upon receipt of a written order of the Issuers in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s or co-Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange, but the Company . The Issuers 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, 4.08 or 3.1, 8.05 (in which event events the Company Issuers shall be responsible for the payment of such taxes or chargestaxes). The Registrar Issuer shall not be required to transfer or co-exchange any Note selected for redemption. The 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 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. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

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 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 Officer's Certificate of the Issuer, shall authenticate Notes at the Registrar’s 's or co-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 Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when 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 the 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 's or co-Registrar’s 's request. No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, fee tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.10 or 3.1, 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 the 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 part, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Global Notebeneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book book-entry system.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes and the Subsidiary Guarantors shall execute Guarantees thereon at the Registrar’s 's or co-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 43 -35- 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 Sections 2.16 and 2.17, when Notes may be transferred or exchanged at the office of the Registrar or co-registrar designated by the Company. Where Notes of a Series 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 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 shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s requestupon receipt of an Authentication Order. No service charge shall be made 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 2.11, 3.06 or 3.1, in which event 9.05). 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 (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 fifteen 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 of or exchange Notes of any Series selected, called or being called for redemption in as a whole or in part pursuant to Article IIIa portion thereof, except the unredeemed portion of any Note Notes being redeemed in part. Any Holder Neither the Trustee nor any Agent shall have any obligation or duty monitor the Company’s compliance with or have any responsibility with respect to the Company’s compliance with any federal or states securities laws in connection with the registrations of a beneficial transfers and exchanges of the Notes. Neither the Trustee nor any Agent shall have any 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 a any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note shall, by acceptance Note) other than to require delivery of such Global Notecertificates and other documentation or evidence as are expressly required by, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained and to do so if and when expressly required by the Holder of such Global Note (or its agent)terms of, this Indenture, and that ownership of a beneficial interest in to examine the Note shall be required same to be reflected in a book entry systemdetermine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.16 and 2.17, when 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 Issuer 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 Issuer 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 Sections 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 2.08, shall be accompanied by a written instrument or instruments of transfer satisfactory to the Issuer 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.

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 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 3.19.06, 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 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 reasonable 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, 4.16, 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 IIIThree, except the unredeemed portion of any Note being redeemed in part. Any Holder of a beneficial interest in a Global Note 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 such Global Note shall be required to be reflected in a book entry systementry.