Common use of Book-Entry Notes Clause in Contracts

Book-Entry Notes. (a) The Notes, on original issuance, will be issued by the Issuer in the form of typewritten Notes representing the book-entry Notes, to the Depository Trust Company, the initial Depository. The book-entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Note Owner will receive a definitive Note representing its interest in a Note, except as provided in Section 2.10. Until definitive, fully registered Notes have been issued to the Note Owners pursuant to Section 2.10: (i) the provisions of this Section shall be in full force; (ii) the Note Registrar and the Indenture Trustee may deal with the Depository for all purposes of this Indenture (including the payment of principal and interest on the Notes and accepting instructions under this Indenture) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (iii) to the extent that this Section conflicts with any other provisions of this Indenture, this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between the Note Owners and the Depository; (v) until definitive Notes are issued pursuant to Section 2.10, the Depository will make book-entry transfers among the Depository's participants and receive and transmit payments of principal and interest on the Notes to the Depository's participants; (vi) whenever this Indenture requires or permits actions to be taken based on instructions from Holders of Notes evidencing a specified percentage of the Outstanding Amount, the Depository shall be treated as representing that percentage only to the extent that it has received instructions to that effect from Note Owners owning the required percentage of the beneficial interest in the Notes and has delivered the instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Book-Entry Notes, on original issuance, will be issued by the Issuer in the form of typewritten Notes representing the bookBook-entry Entry Notes, to the Depository Trust Company, the initial Depository. The bookBook-entry Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Note Owner will receive a definitive Note representing its interest in a Note, except as provided in Section 2.10. Until definitive, fully registered Notes have been issued to the Note Owners pursuant to Section 2.10: (i) the provisions of this Section shall be in full force; (ii) the Note Registrar and the Indenture Trustee may deal with the Depository for all purposes of this Indenture (including the payment of principal and interest on the Notes and accepting instructions under this Indenture) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (iii) to the extent that this Section conflicts with any other provisions of this Indenture, this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between the Note Owners and the Depository; (v) until definitive Notes are issued for the Book-Entry Notes pursuant to Section 2.10, the Depository will make book-entry transfers among the Depository's participants and receive and transmit payments of principal and interest on the Book-Entry Notes to the Depository's participants; (vi) whenever this Indenture requires or permits actions to be taken based on instructions from Holders of Notes evidencing a specified percentage of the Outstanding Amount, the Depository shall be treated as representing that percentage only to the extent that it has received instructions to that effect from Note Owners owning the required percentage of the beneficial interest in the Notes and has delivered the instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The bookBook-entry Entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Notes, on upon original issuance, will be issued by the Issuer in the form of typewritten Notes representing the bookBook-entry Entry Notes, to the Depository Trust Companybe delivered to DTC, the initial Depository, by, or on behalf of, the Issuer (except for any fractional units which cannot be accepted by DTC). The book-entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Note Owner will receive a definitive Definitive Note representing its such Note Owner's interest in a such Note, except as provided in Section 2.102.11. Until Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to the Note Owners pursuant to Section 2.102.11: (i) the provisions of this Section shall be in full forceforce and effect; (ii) the Note Registrar and the Indenture Trustee may shall be entitled to deal with the Depository Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and accepting the giving of instructions under this Indentureor directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (iii) to the extent that the provisions of this Section conflicts conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between the such Note Owners and the Depository; (v) Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until definitive Definitive Notes are issued pursuant to Section 2.102.11, the Depository Clearing Agency will make book-entry transfers among the Depository's participants Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to the Depository's participants;such Clearing Agency Participants; and (viv) whenever this Indenture requires or permits actions to be taken based on upon instructions from Holders or directions of Notes Noteholders evidencing a specified percentage of the Outstanding AmountNote Balances, the Depository Clearing Agency shall be treated as representing that deemed to represent such percentage only to the extent that it has received instructions to that such effect from Note Owners and/or Clearing Agency Participants owning the or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered the such instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Book-Entry Notes, on upon original issuance, will be issued by the Issuer in the form of typewritten Notes representing the bookBook-entry Notes, Entry Notes and delivered to the The Depository Trust Company, the initial DepositoryClearing Agency, by, or on behalf of, the Issuer. The bookBook-entry Entry Notes shall will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Note Owner will receive a definitive Definitive Note representing its such Note Owner's interest in a such Note, except as provided in Section 2.102.11. Until Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to the Note Owners pursuant to Section 2.102.11: (ia) the provisions of this Section shall be in full force; (ii) with respect to Book-Entry Notes, the Note Registrar and the Indenture Trustee may will be entitled to deal with the Depository Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and accepting the giving of notices, instructions or directions under this Indenture) as the sole holder Noteholder of the Book-Entry Notes, and shall will have no obligation to the Note Owners; (iiib) the Clearing Agency will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such participants; (c) to the extent that the provisions of this Section conflicts 2.10 conflict with any other provisions of this Indenture, the provisions of this Section shall 2.10 will control; (ivd) the rights of Note Owners shall may be exercised only through the Depository Clearing Agency and shall will be limited to those established by law and agreements between the such Note Owners and the Depository;Clearing Agency and/or its participants pursuant to the DTC Letter; and (v) until definitive Notes are issued pursuant to Section 2.10, the Depository will make book-entry transfers among the Depository's participants and receive and transmit payments of principal and interest on the Notes to the Depository's participants; (vie) whenever this Indenture requires or permits actions to be taken based on upon instructions from Holders or directions of Notes evidencing Noteholders of a specified percentage of the Note Balance of the Notes Outstanding Amount(or the Controlling Class), the Depository shall Clearing Agency will be treated as representing that deemed to represent such percentage only to the extent that it has received instructions to that such effect from Note Owners and/or the Clearing Agency's participants owning the or representing, respectively, such required percentage of the beneficial interest in of the Notes Outstanding (or the Controlling Class) and has delivered the such instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Book-Entry Notes, on original issuance, will be issued by the Issuer in the form of typewritten Notes representing the bookBook-entry Entry Notes, to the Depository Trust Company, the initial Depository. The bookBook-entry Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Note Owner will receive a definitive Note representing its interest in a Note, except as provided in Section 2.10. Until definitive, fully registered Notes have been issued to the Note Owners pursuant to Section 2.10: (i) the provisions of this Section shall be in full force; (ii) the Note Registrar and the Indenture Trustee may deal with the Depository for all purposes of this Indenture (including the payment of principal and interest on the Notes and accepting instructions under this Indenture) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (iii) to the extent that this Section conflicts with any other provisions of this Indenture, this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between the Note Owners and the Depository; (v) until definitive Notes are issued for the Book-Entry Notes pursuant to Section 2.10, the Depository will make book-entry transfers among the Depository's ’s participants and receive and transmit payments of principal and interest on the Book-Entry Notes to the Depository's ’s participants; (vi) whenever this Indenture requires or permits actions to be taken based on instructions from Holders of Notes evidencing a specified percentage of the Outstanding Amount, the Depository shall be treated as representing that percentage only to the extent that it has received instructions to that effect from Note Owners owning the required percentage of the beneficial interest in the Notes and has delivered the instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The bookBook-entry Entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's ’s nominee.

Book-Entry Notes. (a) The Notes, on upon original issuance, will be issued by the Issuer in the form of typewritten Notes representing the bookBook-entry Entry Notes, to the be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The book-entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Note Beneficial Owner will receive a definitive Definitive Note representing its such Beneficial Owner's interest in a such Note, except as provided in Section 2.104.08. Until With respect to such Notes, unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to the Note Beneficial Owners pursuant to Section 2.104.08: (i) the provisions of this Section 4.06 shall be in full forceforce and effect; (ii) the Note Registrar Registrar, the Note Insurer and the Indenture Trustee may shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and accepting the giving of instructions under this Indentureor directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note OwnersBeneficial Owners of the Notes; (iii) to the extent that the provisions of this Section conflicts 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Note Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between the Note such Owners of Notes and the Depository; (v) Depository and/or the Depository Participants. Unless and until definitive Definitive Notes are issued pursuant to Section 2.104.08, the initial Depository will make book-entry transfers among the Depository's participants Depository Participants and receive and transmit payments of principal of and interest on the Notes to the Depository's participants;such Depository Participants; and (viv) whenever this Indenture requires or permits actions to be taken based on upon instructions from or directions of Holders of Notes evidencing a specified percentage of the Outstanding AmountNote Principal Balances of the Notes, the Depository shall be treated as representing that deemed to represent such percentage with respect to the Notes only to the extent that it has received instructions to that such effect from Note Beneficial Owners and/or Depository Participants owning the or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered the such instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Book-Entry Notes, on upon original issuance, will be issued by the Issuer in the form of typewritten Notes representing the bookBook-entry Notes, Entry Notes and delivered to the The Depository Trust Company, the initial DepositoryClearing Agency, by, or on behalf of, the Issuer. The bookBook-entry Entry Notes shall will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Note Owner will receive a definitive Definitive Note representing its such Note Owner’s interest in a such Note, except as provided in Section 2.102.11. Until Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to the Note Owners pursuant to Section 2.102.11: (ia) the provisions of this Section shall be in full force; (ii) With respect to Book-Entry Notes, the Note Registrar and the Indenture Trustee may will be entitled to deal with the Depository Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and accepting the giving of notices, instructions or directions under this Indenture) as the sole holder Noteholder of the Book-Entry Notes, and shall will have no obligation to the Note Owners; (iiib) the Clearing Agency will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such participants; (c) to the extent that the provisions of this Section conflicts 2.10 conflict with any other provisions of this Indenture, the provisions of this Section shall 2.10 will control; (ivd) the rights of Note Owners shall may be exercised only through the Depository Clearing Agency and shall will be limited to those established by law and agreements between the such Note Owners and the Depository;Clearing Agency and/or its participants pursuant to the DTC Letter; and (v) until definitive Notes are issued pursuant to Section 2.10, the Depository will make book-entry transfers among the Depository's participants and receive and transmit payments of principal and interest on the Notes to the Depository's participants; (vie) whenever this Indenture requires or permits actions to be taken based on upon instructions from Holders or directions of Notes evidencing Noteholders of a specified percentage of the Note Balance of the Notes Outstanding Amount(or the Controlling Class), the Depository shall Clearing Agency will be treated as representing that deemed to represent such percentage only to the extent that it has received instructions to that such effect from Note Owners and/or the Clearing Agency’s participants owning the or representing, respectively, such required percentage of the beneficial interest in of the Notes Outstanding (or the Controlling Class) and has delivered the such instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Notes, on upon original issuance, will be issued by the Issuer in the form of a typewritten Note or Notes representing the bookBook-entry Entry Notes, to the Depository Trust Companybe delivered to DTC, the initial Depository, by, or on behalf of, the Issuer (except for any fractional units which cannot be accepted by DTC). The book-entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Note Owner will receive a definitive Definitive Note representing its such Note Owner's interest in a such Note, except as provided in Section section 2.10. Until Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to the Note Owners pursuant to Section 2.10: (i) the provisions of this Section shall be in full force;force and effect (ii) the Note Registrar and the Indenture Trustee may shall be entitled to deal with the Depository Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and accepting the giving of instructions under this Indentureor directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (iii) to the extent that the provisions of this Section conflicts conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between the such Note Owners and the Depository; (v) Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until definitive Definitive Notes are issued pursuant to Section 2.10, the Depository Clearing Agency will make book-entry transfers among the Depository's Clearing Agency participants and receive and transmit payments of principal of and interest on the Notes to the Depository's participants;such Clearing Agency Participants; and (viv) whenever this Indenture requires or permits actions to be taken based on upon instructions from Holders or directions of Notes Noteholders evidencing a specified percentage of the Outstanding AmountNote Balances, the Depository Clearing Agency shall be treated as representing that deemed to represent such percentage only to the extent that it has received instructions to that such effect from Note Owners and/or Clearing Agency Participants owning the or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered the such instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Notes, on upon original issuance, will shall be issued by the Issuer in the form of a typewritten Note or Notes representing the bookBook-entry Entry Notes, to the be delivered to The Depository Trust Company, the initial DepositoryDepository by or on behalf of the Issuer. The book-entry Such Note or Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Note Owner will shall receive a definitive Definitive Note representing its such Note Owner's interest in a such Note, except as provided in Section 2.102.12. Until definitive, fully registered Unless and until the Definitive Notes have been issued to the Note Owners pursuant to Section 2.102.12: (ia) the provisions of this Section 2.10 shall be in full forceforce and effect; (iib) the Note Registrar and the Indenture Trustee may shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and accepting the giving of instructions under this Indentureor directions hereunder) as the sole holder of the Notes, Notes and shall have no obligation to the Note Owners; (iiic) to the extent that the provisions of this Section conflicts 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control; (ivd) the rights of the Note Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between the such Note Owners and the Depository; (v) Depository and/or the Depository Participants. Unless and until definitive Definitive Notes are issued pursuant to Section 2.102.12, the initial Depository will shall make book-entry transfers among between the Depository's participants Depository Participants and receive and transmit payments of principal of and interest on the Notes to such Depository Participants, pursuant to the Depository's participants;Depository Agreement; and (vie) whenever this Indenture requires or permits actions to be taken based on upon instructions from or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amountaggregate outstanding principal amount of the Notes, the Depository shall be treated as representing that deemed to represent such percentage only to the extent that it has (i) received instructions to that such effect from Note Owners and/or Depository Participants owning the or representing, respectively, such required percentage of the beneficial interest in the Notes Notes; and (ii) has delivered the such instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Notes, on upon original issuance, will be issued by the Issuer in the form of typewritten Notes representing the bookBook-entry Entry Notes, to the Depository Trust Companybe delivered to DTC, the initial Depository, by, or on behalf of, the Issuer (except for any fractional units which cannot be accepted by DTC). The book-entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Note Owner will receive a definitive Definitive Note representing its such Note Owner's interest in a such Note, except as provided in Section 2.10. Until Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to the Note Owners pursuant to Section 2.10: (i) the provisions of this Section shall be in full forceforce and effect; (ii) the Note Registrar and the Indenture Trustee may shall be entitled to deal with the Depository Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and accepting the giving of instructions under this Indentureor directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners; (iii) to the extent that the provisions of this Section conflicts conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between the such Note Owners and the Depository; (v) Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until definitive Definitive Notes are issued pursuant to Section 2.10, the Depository Clearing Agency will make book-entry transfers among the Depository's participants Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to the Depository's participants;such Clearing Agency Participants; and (viv) whenever this Indenture requires or permits actions to be taken based on upon instructions from Holders or directions of Notes Noteholders evidencing a specified percentage of the Outstanding AmountNote Balances, the Depository Clearing Agency shall be treated as representing that deemed to represent such percentage only to the extent that it has received instructions to that such effect from Note Owners and/or Clearing Agency Participants owning the or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered the such instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Book-Entry Notes, on upon original issuance, will be issued by the Issuer in the form of typewritten Notes representing the bookBook-entry Notes, Entry Notes and delivered to the The Depository Trust Company, the initial DepositoryClearing Agency, by, or on behalf of, the Issuer. The bookBook-entry Entry Notes shall will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Note Owner will receive a definitive Definitive Note representing its such Note Owner’s interest in a such Note, except as provided in Section 2.102.11. Until Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to the Note Owners pursuant to Section 2.102.11: (ia) the provisions of this Section shall be in full force; (ii) with respect to Book-Entry Notes, the Note Registrar and the Indenture Trustee may will be entitled to deal with the Depository Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and accepting the giving of notices, instructions or directions under this Indenture) as the sole holder Noteholder of the Book-Entry Notes, and shall will have no obligation to the Note Owners; (iiib) the Clearing Agency will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such participants; (c) to the extent that the provisions of this Section conflicts 2.10 conflict with any other provisions of this Indenture, the provisions of this Section shall 2.10 will control; (ivd) the rights of Note Owners shall may be exercised only through the Depository Clearing Agency and shall will be limited to those established by law and agreements between the such Note Owners and the Depository;Clearing Agency and/or its participants pursuant to the DTC Letter; and (v) until definitive Notes are issued pursuant to Section 2.10, the Depository will make book-entry transfers among the Depository's participants and receive and transmit payments of principal and interest on the Notes to the Depository's participants; (vie) whenever this Indenture requires or permits actions to be taken based on upon instructions from Holders or directions of Notes evidencing Noteholders of a specified percentage of the Note Balance of the Notes Outstanding Amount(or the Controlling Class), the Depository shall Clearing Agency will be treated as representing that deemed to represent such percentage only to the extent that it has received instructions to that such effect from Note Owners and/or the Clearing Agency’s participants owning the or representing, respectively, such required percentage of the beneficial interest in of the Notes Outstanding (or the Controlling Class) and has delivered the such instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Notes, on upon original issuance, will be issued by the Issuer in the form of a typewritten Note or Notes representing the bookBook-entry Entry Notes, to the be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The book-entry Notes Each such Note shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Note Owner will receive a definitive Definitive Note representing its such Note Owner's interest in a such Note, except as provided in Section 2.102.11. Until definitive, fully registered Unless and until Definitive Notes have been issued to the Note Owners pursuant to Section 2.102.11: (i) the provisions of this Section shall be in full forceforce and effect; (ii) the Note Registrar and the Indenture Trustee may shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and accepting the giving of instructions under this Indentureor directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (iii) to the extent that the provisions of this Section conflicts conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between the such Note Owners and the Depository; (v) Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until definitive Definitive Notes are issued pursuant to Section 2.102.11, the initial Depository will make book-entry transfers among the Depository's participants Depository Participants and receive and transmit payments of principal of and interest on the Notes to the Depository's participants;such Depository Participants; and (viv) whenever this Indenture requires or permits actions to be taken based on upon instructions from or directions of Holders of Notes evidencing a specified percentage of the Outstanding AmountAmount of the Notes, the Depository shall be treated as representing that deemed to represent such percentage only to the extent that it has received instructions to that such effect from Note Owners and/or Depository Participants owning the or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered the such instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Notes, on original issuance, will be issued by the Issuer in the form of typewritten Notes representing the book-entry Notes, to the Depository Trust Company, the initial Depository. The book-entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Note Owner will receive a definitive Note representing its interest in a Note, except as provided in Section 2.10. Until definitive, fully registered Notes have been issued to the Note Owners pursuant to Section 2.10: (i) the provisions of this Section shall be in full force; (ii) the Note Registrar and the Indenture Trustee may deal with the Depository for all purposes of this Indenture (including the payment of principal and interest on the Notes and accepting instructions under this Indenture) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (iii) to the extent that this Section conflicts with any other provisions of this Indenture, this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between the Note Owners and the Depository; (v) until definitive Notes are issued pursuant to Section 2.10, the Depository will make book-entry transfers among the Depository's participants and receive and transmit payments of principal and interest on the Notes to the Depository's participants; (vi) whenever this Indenture requires or permits actions to be taken based on instructions from Holders of Notes evidencing a specified percentage of the Outstanding AmountVoting Rights, the Depository shall be treated as representing that percentage only to the extent that it has received instructions to that effect from Note Owners owning the required percentage of the beneficial interest in the Notes and has delivered the instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Class A, Class M-1, Class M-2 and Class B-1 Notes, on upon original issuance, will be issued by the Issuer in the form of typewritten Notes representing the bookBook-entry Entry Notes, to the be delivered to The Depository Trust CompanyCompany or its custodian, the initial Depository, by, or on behalf of, the Trust. The bookSuch Book-entry Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Note Owner will receive a definitive Definitive Note representing its such Note Owner's interest in a such Book-Entry Note, except as provided in Section 2.102.11. Until With respect to the Book-Entry Notes, unless and until definitive, fully registered Notes have been issued to the Note Owners pursuant to Section 2.102.11: (ia) the provisions of this Section 2.09 shall be in full forceforce and effect; (iib) the Note Registrar and the Indenture Trustee may shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and accepting the giving of instructions under this Indentureor directions hereunder) as the sole holder of the NotesNoteholder, and shall have no obligation to the Note Owners; (iiic) to the extent that the provisions of this Section conflicts 2.09 conflict with any other provisions of this Indenture, the provisions of this Section 2.09 shall control; (ivd) the rights of Note Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between the such Note Owners and the Depository; (v) Depository and/or the Depository Participants; unless and until definitive Definitive Notes are issued pursuant to Section 2.102.11, the initial Depository will make book-entry transfers among the Depository's participants Depository Participants and receive and transmit payments of principal of and interest on the Notes to the Depository's participantssuch Depository Participants; (vie) whenever this Indenture requires or permits actions to be taken based on upon instructions from Holders or directions of Notes Noteholders evidencing a specified percentage of the Outstanding AmountNote Principal Balance of the Notes, the Depository shall be treated as representing that deemed to represent such percentage only to the extent that it has received instructions to that such effect from Note Owners and/or Depository Participants owning the or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered the such instructions to the Indenture Trustee; and (viif) Note Owners may receive copies of any reports sent to the Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee may conclusively rely on information furnished by at the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note OwnersCorporate Trust Office. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Notes, on original issuance, will be issued by the Issuer in the form of typewritten Notes representing the book-entry Notes, to the Depository Trust Company, the initial Depository. The book-entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Note Owner will receive a definitive Note representing its interest in a Note, except as provided in Section 2.10. Until definitive, fully registered Notes have been issued to the Note Owners pursuant to Section 2.10: : (i) the provisions of this Section shall be in full force; ; (ii) the Note Registrar and the Indenture Trustee may deal with the Depository for all purposes of this Indenture (including the payment of principal and interest on the Notes and accepting instructions under this Indenture) as the sole holder of the Notes, and shall have no obligation to the Note Owners; ; (iii) to the extent that this Section conflicts with any other provisions of this Indenture, this Section shall control; ; (iv) the rights of Note Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between the Note Owners and the Depository; ; (v) until definitive Notes are issued pursuant to Section 2.10, the Depository will make book-entry transfers among the Depository's participants and receive and transmit payments of principal and interest on the Notes to the Depository's participants; ; (vi) whenever this Indenture requires or permits actions to be taken based on instructions from Holders of Notes evidencing a specified percentage of the Outstanding Amount, the Depository shall be treated as representing that percentage only to the extent that it has received instructions to that effect from Note Owners owning the required percentage of the beneficial interest in the Notes and has delivered the instructions to the Indenture Trustee; and and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Notes, on upon original issuance, will be issued by the Issuer in the form of typewritten Notes representing the bookBook-entry Entry Notes, to the be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The book-entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Note Beneficial Owner will receive a definitive Definitive Note (as defined below) representing its such Beneficial Owner's interest in a such Note, except as provided in Section 2.104.08. Until Unless and until definitive, fully registered Notes (the "Definitive Notes") have been issued to the Note Beneficial Owners pursuant to Section 2.104.08: (i) the provisions of this Section 4.06 shall be in full forceforce and effect; (ii) the Note Registrar and the Indenture Trustee may shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and accepting the giving of instructions under this Indentureor directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note OwnersOwners of Notes; (iii) to the extent that the provisions of this Section conflicts 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Note Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Notes and the Depository and/or the Depository Participants pursuant to the Note Owners Depository Agreement. Unless and the Depository; (v) until definitive Definitive Notes are issued pursuant to Section 2.104.08, the initial Depository will make book-entry transfers among the Depository's participants Depository Participants and receive and transmit payments of principal of and interest on the Notes to the Depository's participants;such Depository Participants; and (viv) whenever this Indenture requires or permits actions to be taken based on upon instructions from or directions of Holders of Notes evidencing a specified percentage of the Outstanding AmountSecurity Balances of the Notes, the Depository shall be treated as representing that deemed to represent such percentage only to the extent that it has received instructions to that such effect from Note Beneficial Owners and/or Depository Participants owning the or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered the such instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.

Book-Entry Notes. (a) The Each Class of Term Notes, on upon original issuance, will shall be issued by the Issuer in the form of typewritten Notes representing the bookBook-entry Entry Notes, to the be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The book-entry Such Term Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Depository, and no Note Beneficial Owner will shall receive a definitive Definitive Note representing its such Beneficial Owner’s interest in a such Note, except as provided in Section 2.104.08. Until Unless and until definitive, fully registered Term Notes (such Term Notes, together with the Variable Pay Revolving Notes, the “Definitive Notes”) have been issued to the Note Beneficial Owners pursuant to Section 2.104.08: (ia) the provisions of this Section 4.06 shall be in full forceforce and effect; (iib) the Note Registrar and the Indenture Trustee may shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and accepting the giving of instructions under this Indentureor directions hereunder) as the sole holder of the Term Notes, and shall have no obligation to the Note Beneficial Owners; (iiic) to the extent that the provisions of this Section conflicts 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (ivd) the rights of Note Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between the Note such Owners of Term Notes and the Depository; (v) Depository or the Depository Participants. Unless and until definitive Definitive Notes are issued pursuant to Section 2.104.08, the initial Depository will make book-entry transfers among the Depository's participants Depository Participants and receive and transmit payments of principal of and interest on the Notes to the Depository's participants;such Depository Participants; and (vie) whenever this Indenture requires or permits actions to be taken based on upon instructions from Holders or directions of Noteholders of Term Notes evidencing a specified percentage of the Outstanding AmountNote Balances of the Term Notes, the Depository shall be treated as representing that deemed to represent such percentage only to the extent that it has received instructions to that such effect from Note Beneficial Owners or Depository Participants owning the or representing, respectively, such required percentage of the beneficial interest in the Term Notes and has delivered the such instructions to the Indenture Trustee; and (vii) the Indenture Trustee may conclusively rely on information furnished by the Depository about its participants and furnished by the participants about indirect participating firms and persons shown on the books of the indirect participating firms as direct or indirect Note Owners. (b) The book-entry Notes may not be transferred except as a whole and then only by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository, or by the Depository or its nominee to a successor to the Depository or the successor's nominee.