Common use of Book-Entry Notes Clause in Contracts

Book-Entry Notes. The Issuer’s book-entry notes (“Book-Entry Notes”) shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “Master Note”) in the form of Exhibit A executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company (“DTC”). JPMorgan shall maintain the Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-Entry Notes shall be subject to DTC’s rules and procedures, as amended from time to time. JPMorgan shall not be liable or responsible for sending transaction statements of any kind to DTC’s participants or the beneficial owners of the Book-Entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC’s program, the Issuer understands that as one of the conditions of its participation therein, it shall be necessary for the Issuer and JPMorgan to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of Representations. In accordance with DTC’s program, JPMorgan shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-Entry Notes, and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau shall ▇▇▇▇ the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s Book-Entry Notes.

Book-Entry Notes. The Issuer’s book-entry notes (“On the Closing Date, the Notes will be issued in the form of typewritten global Notes representing the Book-Entry Notes”) shall not , to be issued in physical form, but their aggregate face amount shall be represented by a master note (the “Master Note”) in the form of Exhibit A executed by the Issuer pursuant delivered to the book-entry commercial paper program of Indenture Trustee as custodian for The Depository Trust Company (“DTC”). JPMorgan shall maintain the Master Note in safekeepinginitial Clearing Agency) by, in accordance with its customary practices, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the registered owner thereof and nominee of DTC. As long the initial Clearing Agency; no Beneficial Owner thereof will receive or be entitled to receive a Definitive Note representing such Beneficial Owner's beneficial interest in such Note, except as Cede & Co. is the registered owner provided in Section 2.13 with respect to Book-Entry Termination; and registration of the Master NoteNotes may not be transferred by the Note Registrar except upon Book-Entry Termination. Until the occurrence of Book-Entry Termination, the beneficial ownership interest therein Note Registrar shall deal with the Clearing Agency as the sole Holder of the Notes for purposes of exercising the rights of Noteholders hereunder. The Indenture Trustee, the Note Registrar, the Issuer and all other Persons shall recognize the Clearing Agency as the Holder. All rights and privileges of any Beneficial Owner shall be shown on, realized or exercised solely through the facilities of the Clearing Corporation and the transfer applicable rules and regulations of ownership thereof the Clearing Corporation and any other financial intermediary through which a Beneficial Owner claims its interest in any Note. Each payment of principal of and interest on a Book-Entry Note shall be effected through, entries on paid to the books maintained by DTC and Clearing Agency. Each Clearing Agency Participant shall be responsible for disbursing such payments to the books Beneficial Owners of its direct and indirect participants. The Master Note and the Book-Entry Notes that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be subject to DTC’s rules and procedures, as amended from time to time. JPMorgan shall not be liable or responsible for sending transaction statements of any kind disbursing funds to DTC’s participants or the beneficial owners Beneficial Owners of the Book-Entry NotesNotes that it represents. All such credits and disbursements are to be made by the Clearing Agency and the Clearing Agency Participants in accordance with their respective procedures. None of the Indenture Trustee, the Note Registrar, the Issuer, or for maintainingany Paying Agent [or the Note Insurer] shall have any responsibility therefor. Requests and directions from, supervising or reviewing the records of DTC or its participants and votes of, such representatives shall not be deemed to be inconsistent if they are made with respect to such Notes. In connection with DTC’s program, the Issuer understands that as one of the conditions of its participation therein, it shall be necessary for the Issuer and JPMorgan to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of Representations. In accordance with DTC’s program, JPMorgan shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-Entry Notes, and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau shall ▇▇▇▇ the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s Book-Entry Notesdifferent Beneficial Owners.

Book-Entry Notes. The Issuer’s bookBook-entry notes (“Book-Entry Notes”) shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “Master Note”) in the form of Exhibit A executed by the Issuer and the Guarantor pursuant to the book-entry commercial paper program of The Depository Trust Company (“DTC”). JPMorgan shall maintain the Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-Entry entry Notes shall be subject to DTC’s rules and procedures, as amended from time to time. JPMorgan shall not be liable or responsible for sending transaction statements of any kind to DTC’s participants or the beneficial owners of the Book-Entry entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC’s program, the Issuer understands and Guarantor understand that as one of the conditions of its their participation therein, it shall be necessary for the Issuer Issuer, the Guarantor and JPMorgan to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of RepresentationsRepresentation. In accordance with DTC’s program, JPMorgan shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-Entry entry Notes, and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau shall ▇▇▇▇ the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s Book-Entry entry Notes.

Book-Entry Notes. The Issuer’s book-entry notes (“Book-Entry Notes”) shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “Master Note”) in the form of Exhibit A executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company (“DTC”). JPMorgan shall maintain the Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-Entry Notes shall be subject to DTC’s rules and procedures, as amended from time to time. JPMorgan shall not be liable or responsible for sending transaction statements of any kind to DTC’s participants or the beneficial owners of the Book-Entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC’s program, the Issuer understands that as one of the conditions of its participation therein, it shall be necessary for the Issuer and JPMorgan to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of Representations. In accordance with DTC’s program, JPMorgan shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-Entry Notes, and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau shall ▇b▇▇▇ the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s Book-Entry Notes.

Book-Entry Notes. The Issuer’s bookBook-entry notes (“Book-Entry Notes”) shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “Master Note”) in the form of Exhibit A A, with restricted legend as provided in any related dealer agreement affixed thereto, executed by the Issuer and the Guarantor pursuant to the book-entry commercial paper program of The Depository Trust Company (“DTC”). JPMorgan shall maintain the Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-Entry entry Notes shall be subject to DTC’s rules and procedures, as amended from time to time. JPMorgan shall not be liable or responsible for sending transaction statements of any kind to DTC’s participants or the beneficial owners of the Book-Entry entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC’s program, the Issuer understands and Guarantor understand that JPMorgan has previously entered into a commercial paper Certificate Agreement with DTC, a copy of which, as amended or otherwise modified and currently in effect, is attached as Exhibit B hereto and as one of the conditions of its their participation therein, it shall be necessary for the Issuer Issuer, the Guarantor and JPMorgan to enter into a Letter of Representations, in the form of Exhibit B C hereto, and for DTC to receive and accept such Letter of RepresentationsRepresentation. In accordance with DTC’s program, JPMorgan shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-Entry entry Notes, and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau shall ▇b▇▇▇ the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s Book-Entry entry Notes.

Book-Entry Notes. The Issuer’s 's book-entry notes (“"Book-Entry Notes”") shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “"Master Note”") in the form of Exhibit A executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company (“"DTC”"). JPMorgan Chase shall maintain the Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-Entry Notes shall be subject to DTC’s 's rules and procedures, as amended from time to time. JPMorgan Chase shall not be liable or responsible for sending transaction statements of any kind to DTC’s 's participants or the beneficial owners of the Book-Entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC’s 's program, the Issuer understands that as one of the conditions of its participation therein, it shall be necessary for the Issuer and JPMorgan Chase to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of Representations. In accordance with DTC’s 's program, JPMorgan Chase shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s 's Book-Entry Notes, and JPMorgan Chase shall deliver such list to DTC. The CUSIP Service Bureau shall bill the Issuer di▇▇▇▇ the Issuer directly ▇ly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s 's Book-Entry Notes.

Book-Entry Notes. The Issuer’s book-entry notes (“Book-Entry Notes”") shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “Master Note”") in the form of Exhibit A executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company (“DTC”). JPMorgan shall maintain the Master Note with all due care in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-Entry Notes shall be subject to DTC’s rules and procedures, as amended from time to time. JPMorgan shall not be liable or responsible for sending transaction statements of any kind to DTC’s participants or the beneficial owners of the Book-Entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC’s program, the Issuer understands that as one of the conditions of its participation therein, it shall be necessary for the Issuer and JPMorgan to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of Representations. In accordance with DTC’s program, JPMorgan shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-Entry Notes, and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau shall ▇b▇▇▇ the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s Book-Entry Notes.

Book-Entry Notes. The Issuer’s Issuer s book-entry notes (“( Book-Entry Notes”Notes ) shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “Master Note”Note ) in the form of Exhibit A executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company (“DTC”( DTC ). JPMorgan Chase shall maintain the Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-Entry Notes shall be subject to DTC’s DTC s rules and procedures, as amended from time to time. JPMorgan Chase shall not be liable or responsible for sending transaction statements of any kind to DTC’s DTC s participants or the beneficial owners of the Book-Entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC’s DTC s program, the Issuer understands that as one of the conditions of its participation therein, it shall be necessary for the Issuer and JPMorgan Chase to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of Representations. In accordance with DTC’s DTC s program, JPMorgan Chase shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Issuer s Book-Entry Notes, and JPMorgan Chase shall deliver such list to DTC. The CUSIP Service Bureau shall ▇▇▇▇ bill the Issuer directly for the fee or fees payable for the list l▇▇▇ of CUSIP numbers for the Issuer’s Issuer s Book-Entry Notes.

Book-Entry Notes. The Issuer’s 's book-entry notes (“"Book-Entry Notes”") shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “"Master Note”") in the form of Exhibit A executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company (“"DTC”"). JPMorgan Chase shall maintain the Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-Entry Notes shall be subject to DTC’s 's rules and procedures, as amended from time to time. JPMorgan Chase shall not be liable or responsible for sending transaction statements of any kind to DTC’s 's participants or the beneficial owners of the Book-Entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC’s 's program, the Issuer understands that as one of the conditions of its participation therein, it shall be necessary for the Issuer and JPMorgan Chase to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of Representations. In accordance with DTC’s 's program, JPMorgan Chase shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-'s Book- Entry Notes, and JPMorgan Chase shall deliver such list to DTC. The CUSIP Service Bureau shall ▇▇▇▇ the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s 's Book-Entry Notes.

Book-Entry Notes. The Issuer’s book-entry notes (“Book-Entry Notes”) shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “Master Note”) in the form of Exhibit A executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company (“DTC”). JPMorgan ▇▇ ▇▇▇▇▇▇ shall maintain the Master Note with all due care in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-Entry Notes shall be subject to DTC’s rules and procedures, as amended from time to time. JPMorgan ▇▇ ▇▇▇▇▇▇ shall not be liable or responsible for sending transaction statements of any kind to DTC’s participants or the beneficial owners of the Book-Entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC’s program, the Issuer understands that as one of the conditions of its participation therein, it shall be necessary for the Issuer and JPMorgan ▇▇ ▇▇▇▇▇▇ to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of Representations. In accordance with DTC’s program, JPMorgan ▇▇ ▇▇▇▇▇▇ shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-Entry Notes, and JPMorgan ▇▇ ▇▇▇▇▇▇ shall deliver such list to DTC. The CUSIP Service Bureau shall ▇▇▇▇ the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s Book-Entry Notes.

Book-Entry Notes. The Issuer’s book-entry notes (“Book-Entry Notes”) shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “Master Note”) in the form of Exhibit A executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company (“DTC”). JPMorgan shall maintain the Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the BookBoote-Entry Notes shall be subject to DTC’s rules and procedures, as amended from time to time. JPMorgan shall not be liable or responsible for sending transaction statements of any kind to DTC’s participants or the beneficial owners of the Book-Entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC’s program, the Issuer understands that as one of the conditions of its participation therein, it shall be necessary for the Issuer and JPMorgan to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of Representations. In accordance with DTC’s program, JPMorgan shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-Entry Notes, and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau shall ▇▇▇▇ the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s Book-Entry Notes.

Book-Entry Notes. The Issuer’s book-entry notes (“Book-Entry Notes”) shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “Master Note”) in the form of Exhibit A executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company (“DTC”). JPMorgan shall maintain the Master Note with all due care in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-Entry Notes shall be subject to DTC’s rules and procedures, as amended from time to time. JPMorgan shall not be liable or responsible for sending transaction statements of any kind to DTC’s participants or the beneficial owners of the Book-Entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC’s program, the Issuer understands that as one of the conditions of its participation therein, it shall be necessary for the Issuer and JPMorgan to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of Representations. In accordance with DTC’s program, JPMorgan shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-Entry Notes, and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau shall ▇▇▇▇ the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s Book-Entry Notes.

Book-Entry Notes. The Issuer’s book's Book-entry notes (“"Book-Entry Notes”") shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the “"Master Note”") in the form of Exhibit A hereto executed by the Issuer and each of the Guarantors pursuant to the book-entry commercial paper program of The Depository Trust Company (“"DTC”"). JPMorgan Chase shall maintain the Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Book-Entry entry Notes shall be subject to DTC’s 's rules and procedures, as amended from time to time. JPMorgan Chase shall not be liable or responsible for sending transaction statements of any kind to DTC’s 's participants or the beneficial owners of the Book-Entry entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC’s 's program, the Issuer understands and the Guarantors understand that as one of the conditions of its their participation therein, it shall be necessary for the Issuer Issuer, each Guarantor and JPMorgan Chase to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of Representations. In accordance with DTC’s program, JPMorgan shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for Issuer’s Book-Entry Notes, and JPMorgan shall deliver such list to DTC. The CUSIP Service Bureau shall ▇▇▇▇ the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Issuer’s Book-Entry Notes.accept