Common use of Transfer and Exchange of Book-Entry Interests Clause in Contracts

Transfer and Exchange of Book-Entry Interests. The transfer and exchange of Book-Entry Interests shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Note), the Transfer Agent (with copies to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase or decrease, if applicable. In connection with a transfer or exchange of a Book-Entry Interest for a Definitive Note, the Transfer Agent (with copies to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Registrar to cause to be issued a Definitive Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to above. In connection with any transfer or exchange of Definitive Notes, the Holder of such Notes shall present or surrender to the Transfer Agent or Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Transfer Agent or Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, in connection with a transfer or exchange of a Definitive Note for a Book-Entry Interest, the Transfer Agent (with copies to the Trustee and the Registrar) must receive a written order directing the Depositary to credit the account of the transferee in an amount equal to the Book-Entry Interest to be transferred or exchanged. Upon satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in Global Notes contained in this Indenture, the Trustee or the Notes Custodian, acting at the direction of the Trustee (with copies to the Transfer Agent and the Registrar), as specified in this Section 2.06, shall endorse the relevant Global Note(s) with any increase or decrease and instruct the Depositary to reflect such increase or decrease in its systems. Transfers of Book-Entry Interests shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers and exchanges of Book-Entry Interests for Book-Entry Interests also shall require compliance with either clause (b)(1) or (b)(2) below, as applicable, as well as clause (b)(3) below, if applicable:

Transfer and Exchange of Book-Entry Interests. The transfer and exchange of Book-Entry Interests shall be effected through the Depositary Euroclear or Clearstream, as applicable, in accordance with the provisions of this Indenture and the Applicable Procedures. In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Note), the Transfer Agent (with copies to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures directing the Depositary Euroclear or Clearstream, as applicable, to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given to the Depositary Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures directing the Depositary Euroclear or Clearstream, as applicable, to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase or decrease, if applicable. In connection with a transfer or exchange of a Book-Entry Interest for a Definitive Note, the Transfer Agent (with copies to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures directing the Depositary Euroclear or Clearstream, as applicable, to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Registrar to cause to be issued a Definitive Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to above. In connection with any transfer or exchange of Definitive Notes, the Holder of such Notes shall present or surrender to the Transfer Agent or Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Transfer Agent or Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, in connection with a transfer or exchange of a Definitive Note for a Book-Entry Interest, the Transfer Agent (with copies to the Trustee and the Registrar) must receive a written order directing the Depositary Euroclear or Clearstream, as applicable, to credit the account of the transferee in an amount equal to the Book-Entry Interest to be transferred or exchanged. Upon satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in Global Notes contained in this Indenture, the Trustee or the Notes Custodian, acting at the direction of the Trustee (with copies to the Transfer Agent and the Registrar), as specified in this Section 2.06, shall endorse the relevant Global Note(s) with any increase or decrease and instruct the Depositary Euroclear or Clearstream, as applicable, to reflect such increase or decrease in its systems. Transfers of Book-Entry Interests shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers and exchanges of Book-Entry Interests for Book-Entry Interests also shall require compliance with either clause (b)(1) or (b)(2) below, as applicable, as well as clause (b)(3) below, if applicable:

Transfer and Exchange of Book-Entry Interests. The transfer and exchange of Book-Entry Interests shall be effected through the Depositary Euroclear or Clearstream, as applicable, in accordance with the provisions of this Indenture and the Applicable Procedures. In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Note), the Transfer Agent (with copies to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures directing the Depositary Euroclear or Clearstream, as applicable, to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given to the Depositary Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures directing the Depositary Euroclear or Clearstream, as applicable, to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase or decrease, if applicable. In connection with a transfer or exchange of a Book-Entry Interest for a Definitive Note, the Transfer Agent (with copies to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures directing the Depositary Euroclear or Clearstream, as applicable, to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Registrar to cause to be issued a Definitive Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to above. In connection with any transfer or exchange of Definitive Notes, the Holder of such Notes shall present or surrender to the Transfer Agent or Registrar the Definitive Notes duly endorsed or 84111084_1 accompanied by a written instruction of transfer in a form satisfactory to the Transfer Agent or Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, in connection with a transfer or exchange of a Definitive Note for a Book-Entry Interest, the Transfer Agent (with copies to the Trustee and the Registrar) must receive a written order directing the Depositary Euroclear or Clearstream, as applicable, to credit the account of the transferee in an amount equal to the Book-Entry Interest to be transferred or exchanged. Upon satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in Global Notes contained in this Indenture, the Trustee or the Notes Custodian, acting at the direction of the Trustee (with copies to the Transfer Agent and the Registrar), as specified in this Section 2.06, shall endorse the relevant Global Note(s) with any increase or decrease and instruct the Depositary Euroclear or Clearstream, as applicable, to reflect such increase or decrease in its systems. Transfers of Book-Entry Interests shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers and exchanges of Book-Entry Interests for Book-Entry Interests also shall require compliance with either clause (b)(1) or (b)(2) below, as applicable, as well as clause (b)(3) below, if applicable:

Transfer and Exchange of Book-Entry Interests. The transfer and exchange of Book-Entry Interests shall be effected through the Depositary Euroclear or Clearstream, as applicable, in accordance with the provisions of this Indenture and the Applicable Procedures. In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Note), the Transfer Agent (with copies to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary Euroclear or Clearstream in accordance with the Applicable Procedures directing the Depositary Euroclear or Clearstream as applicable, to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given to the Depositary Euroclear and Clearstream in accordance with the Applicable Procedures directing the Depositary Euroclear or Clearstream, as applicable, to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase or decrease, if applicable. In connection with a transfer or exchange of a Book-Entry Interest for a Definitive Note, the Transfer Agent (with copies to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures directing the Depositary Euroclear or Clearstream, as applicable, to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Registrar to cause to be issued a Definitive Note in an amount equal to the Book-Euro Book Entry Interest to be transferred or exchanged; and (iii) instructions containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to above. In connection with any transfer or exchange of Definitive Notes, the Holder of such Notes shall present or surrender to the Transfer Agent or Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Transfer Agent or Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, in connection with a transfer or exchange of a Definitive Note for a Book-Entry Interest, the Transfer Agent (with copies to the Trustee and the Registrar) must receive a written order directing the Depositary Euroclear or Clearstream, as applicable, to credit the account of the transferee in an amount equal to the Book-Entry Interest to be transferred or exchanged. Upon satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in Global Notes contained in this Indenture, the Trustee or the Notes Custodian, acting at the direction of the Trustee Transfer Agent (with copies to the Transfer Agent Trustee and the Registrar), as specified in this Section 2.06, shall endorse the relevant Global Note(s) with any increase or decrease and instruct the Depositary Euroclear or Clearstream, as applicable, to reflect such increase or decrease in its systems. Transfers of Book-Entry Interests shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers and exchanges of Book-Entry Interests for Book-Entry Interests also shall require compliance with either clause (b)(1) or (b)(2) below, as applicable, as well as clause (b)(3) below, if applicable:

Transfer and Exchange of Book-Entry Interests. The transfer and exchange of Book-Entry Interests shall be effected through the Depositary Depositary, in accordance with the provisions of this Indenture and the Applicable Proceduresprocedures of the Depositary therefor. Book-Entry interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. The Trustee shall have no obligation to ascertain the Depositary's compliance with any such restrictions on transfer. Transfers of Book-Entry Interests shall also require compliance with subparagraph (i) below, as well as one or more of the other following subparagraphs as applicable: (i) All Transfers and Exchanges of Book-Entry Interests. In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes a Global Note to Persons who take delivery thereof in the form of a Book-Entry Interest in the same Global Note), the Transfer Agent (with copies transferor of such Book-Entry Interest must deliver to the Trustee and Registrar either (A) (1) instructions given in accordance with the Registrar) must receive: (i) a written order Applicable Procedures from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a Book-Entry Interest in another the specified Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and , (iii2) instructions a written order given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase and (3) instructions given by the Holder of the Global Note to effect the transfer referred to in (1) and (2) above or decrease, if applicable. In connection (B) (1) instructions given in accordance with a transfer or exchange of a Book-Entry Interest for a Definitive Note, the Transfer Agent (with copies to the Trustee and the Registrar) must receive: (i) a written order Applicable Procedures from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Registrar to cause to be issued a Definitive Registered Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; exchanged and (iii2) instructions containing information regarding given by the Person in whose name such Definitive Holder of the Global Note shall be registered to effect the transfer or exchange referred to in (1) above. In connection with any transfer or exchange of Definitive Notes, the Holder of such Notes shall present or surrender to the . (ii) Transfer Agent or Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Transfer Agent or Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, in connection with a transfer or exchange of a Definitive Note for a Book-Entry Interest, the Transfer Agent (with copies to the Trustee and the Registrar) must receive a written order directing the Depositary to credit the account of the transferee in an amount equal to the Book-Entry Interest to be transferred or exchanged. Upon satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in the Same Restricted Global Notes contained in this Indenture, the Trustee or the Notes Custodian, acting at the direction of the Trustee (with copies to the Transfer Agent and the Registrar), as specified in this Section 2.06, shall endorse the relevant Global Note(s) with any increase or decrease and instruct the Depositary to reflect such increase or decrease in its systemsNote. Transfers of Book-Entry Interests shall in any Restricted Global Note may be subject transferred to restrictions on transfer comparable to those set forth herein to Persons who take delivery thereof in the extent required by the Securities Act. Transfers and exchanges form of a Book-Entry Interests for Book-Entry Interests also shall require compliance Interest in the same Restricted Global Note in accordance with either clause (b)(1) or (b)(2) below, as applicable, as well as clause (b)(3) below, if applicable:the transfer restrictions set forth in the Private Placement Legend.

Transfer and Exchange of Book-Entry Interests. The transfer and exchange of Book-Entry Interests shall be effected through the Depositary Depositary, Euroclear or Clearstream, as applicable, in accordance with the provisions of this Indenture and the Applicable Procedures. In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Note), the applicable Transfer Agent (with copies to the Trustee and the applicable Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary Depositary, Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures directing the Depositary Depositary, Euroclear or Clearstream, as applicable, to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given to the Depositary Depositary, Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures directing the Depositary Depositary, Euroclear or Clearstream, as applicable, to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase or decrease, if applicable. In connection with a transfer or exchange of a Book-Entry Interest for a Definitive Note, the applicable Transfer Agent (with copies to the Trustee and the applicable Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary Depositary, Euroclear or Clearstream, as applicable, in accordance with the Applicable Procedures directing the Depositary Depositary, Euroclear or Clearstream, as applicable, to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the applicable Registrar to cause to be issued a Definitive Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to above. In connection with any transfer or exchange of Definitive Notes, the Holder of such Notes shall present or surrender to the applicable Transfer Agent or applicable Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the such Transfer Agent or Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, in connection with a transfer or exchange of a Definitive Note for a Book-Entry Interest, the applicable Transfer Agent (with copies to the Trustee and the applicable Registrar) must receive a written order directing the Depositary Depositary, Euroclear or Clearstream, as applicable, to credit the account of the transferee in an amount equal to the Book-Entry Interest to be transferred or exchanged. Upon satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in Global Notes contained in this Indenture, the Trustee or the applicable Notes Custodian, acting at the direction of the Trustee Trustee, (with copies to the applicable Transfer Agent and the applicable Registrar), as specified in this Section 2.06, shall endorse the relevant Global Note(s) with any increase or decrease and instruct the Depositary Depositary, Euroclear or Clearstream, as applicable, to reflect such increase or decrease in its systems. Transfers of Book-Entry Interests shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers and exchanges of Book-Entry Interests for Book-Entry Interests also shall require compliance with either clause (b)(1) or (b)(2) below, as applicable, as well as clause (b)(3) below, if applicable: