Common use of Book-Entry Interests Clause in Contracts

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i1) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii2) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities PIES and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii3) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv4) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or and/or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i1) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii2) the Company shall be entitled to deal with the Depositary Clearing Agency for all purposes of this Agreement (including making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii3) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv4) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or Clearing Agency and/or the Depositary Clearing Agency Participants.

Book-Entry Interests. The Certificates, on original issuance, Certificates will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company Security Register in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. The Depositary will make book-entry transfers among Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global CertificatesUnits, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Unit shall initially be registered on the books and records of the Company and the Trust in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Definitive Certificate representing such Beneficial Owner's interest in such Global CertificateUnit, except as provided in Section 3.093.10. The Purchase Contract Unit Agent shall is hereby authorized to enter into an agreement with the Depositary if so requested by the Company, and in doing so the Unit Agent shall be entitled to all of the benefits and protections of this Agreement and, unless otherwise directed in writing by the Depository, the Unit Agent is hereby authorized to hold the Certificates evidencing Global Units as custodian for the Depository. Unless and until definitive, fully registered Definitive Certificates have been issued to Beneficial Owners pursuant to Section 3.093.10: (ia) the provisions of this Section 3.06 3.7 shall be in full force and effect; (iib) the Company Issuers, the Unit Agent, the Property Trustee and the Warrant Agent shall be entitled to deal with the Depositary Clearing Agency for all purposes of this Unit Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates Unit(s) and shall have no obligation to the Beneficial Owners; (iiic) to the extent that the provisions of this Section 3.06 3.7 conflict with any other provisions of this Unit Agreement, the provisions of this Section 3.06 3.7 shall control; and (ivd) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or Clearing Agency and/or the Depositary Clearing Agency Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the initial Depositary, DTC, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i1) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii2) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii3) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv4) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the initial Depositary, DTC, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i1) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii2) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii3) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv4) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i1) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii2) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii3) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv4) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or and/or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, Certificates will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company Security Register in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and including, without limitation, receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. The Depositary will make book-entry transfers among Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The CertificatesUnits, the Separate Purchase Contracts and the Separate Notes, on original issuance, will be issued in the form of one or more fully registered Global CertificatesUnits, Global Purchase Contracts and Global Notes, respectively, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Securities shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the DepositaryDTC, and no Beneficial Owner will receive a definitive Certificate Definitive Security representing such Beneficial Owner's ’s interest in such Global CertificateSecurity, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the CompanyCompany in writing. Unless and until definitive, fully registered Certificates Securities have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Purchase Contract Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Global Units and the sole holder of the Global Certificates Purchase Contracts and shall have no obligation to the Beneficial OwnersOwners as such; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Purchase Contract Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants; provided that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 3.09. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Sections 3.13 and 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

Book-Entry Interests. The CertificatesUnits, on original issuance, will be issued in the form of one or more fully registered Global CertificatesUnits, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Units shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the DepositaryDTC, and no Beneficial Owner will receive a definitive Certificate Definitive Unit representing such Beneficial Owner's ’s interest in such Global CertificateUnit, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the CompanyCompany in writing. Unless and until definitive, fully registered Certificates Securities have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) except as contemplated in the definition of “Holders” in Section 1.01(d), the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Global Units and the sole holder of the Global Certificates Purchase Contracts and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, Certificates will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary Depositary, as agent for the Company, or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company Security Register in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless Following the issuance of such Global Certificates and unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 3.07 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Equity Units or any Stock Purchase Contract or Debentures that are components thereof and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 3.07 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.07 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. Transfers of Equity Units evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such Equity Units (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases or Decreases attached to such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i1) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii2) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii3) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv4) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or and/or the Depositary Participants.

Book-Entry Interests. The CertificatesUnits, the Separate Purchase Contracts and the Separate Notes, on original issuance, will be issued in the form of one or more fully registered Global CertificatesUnits, Global Purchase Contracts and Global Notes, respectively, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Securities shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the DepositaryDTC, and no Beneficial Owner will receive a definitive Certificate Definitive Security representing such Beneficial Owner's ’s interest in such Global CertificateSecurity, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the CompanyCompany in writing. Unless and until definitive, fully registered Certificates Securities have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Purchase Contract Agreement (including making settling Purchase Contract Payments and Contracts, receiving approvals, votes or consents hereunder) as the Holder of the Securities Global Units and the sole holder of the Global Certificates Purchase Contracts and shall have no obligation to the Beneficial OwnersOwners as such; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Purchase Contract Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section SECTION 3.09. The Purchase Contract If the terms of such agreement are reasonably acceptable to the Warrant Agent, the Warrant Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section SECTION 3.09: (i) the provisions of this Section SECTION 3.06 shall be in full force and effect; (ii) the Company and the Warrant Agent shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section SECTION 3.06 conflict with any other provisions of this Agreement, the provisions of this Section SECTION 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. The Depositary will make book-entry transfers among Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Stripped Units and the recreation of Normal Units pursuant to Sections 3.13 and 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global CertificatesUnits, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Unit shall initially be registered on the books and records of the Company and the Trust in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Definitive Certificate representing such Beneficial Owner's ’s interest in such Global CertificateUnit, except as provided in Section 3.093.10. The Purchase Contract Unit Agent shall is hereby authorized to enter into an agreement with the Depositary if so requested by the Company, and in doing so the Unit Agent shall be entitled to all of the benefits and protections of this Agreement and, unless otherwise directed in writing by the Depository, the Unit Agent is hereby authorized to hold the Certificates evidencing Global Units as custodian for the Depository. Unless and until definitive, fully registered Definitive Certificates have been issued to Beneficial Owners pursuant to Section 3.093.10: (ia) the provisions of this Section 3.06 3.7 shall be in full force and effect; (iib) the Company Issuers, the Unit Agent, the Property Trustee and the Warrant Agent shall be entitled to deal with the Depositary Clearing Agency for all purposes of this Unit Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates Unit(s) and shall have no obligation to the Beneficial Owners; (iiic) to the extent that the provisions of this Section 3.06 3.7 conflict with any other provisions of this Unit Agreement, the provisions of this Section 3.06 3.7 shall control; and (ivd) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or Clearing Agency and/or the Depositary Clearing Agency Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary Clearing Agency or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositaryinitial Clearing Agency, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary Clearing Agency if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i1) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii2) the Company shall be entitled to deal with the Depositary Clearing Agency for all purposes of this Agreement (including making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii3) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv4) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or Clearing Agency and/or the Depositary Clearing Agency Participants.

Book-Entry Interests. The Certificates, on original issuance, Certificates will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company Security Register in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. The Depositary will make book-entry transfers among Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Book-Entry Interests. (a) The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the CompanyCo-Issuers. The Company Co-Issuers hereby designates designate DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company Co-Issuers in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary in customary form if so requested by the CompanyCo-Issuers. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii) the Company Co-Issuers shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Forward Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company and the Purchase Contract Agent shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase the payment of Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. The Depositary will make book-entry transfers among Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global CertificatesUnits, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositaryIndyMac Bancorp. Such Global Certificates Unit shall initially be registered on the books and records of IndyMac Bancorp and the Company Trust in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Definitive Certificate representing such Beneficial Owner's interest in such Global CertificateUnit, except as provided in Section 3.093.10. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the CompanyIndyMac Bancorp. Unless and until definitive, fully registered Definitive Certificates have been issued to Beneficial Owners pursuant to Section 3.093.10: (ia) the provisions of this Section 3.06 3.7 shall be in full force and effect; (iib) the Company IndyMac Bancorp shall be entitled to deal with the Depositary Clearing Agency for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates Unit(s) and shall have no obligation to the Beneficial Owners; (iiic) to the extent that the provisions of this Section 3.06 3.7 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.7 shall control; and (ivd) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or Clearing Agency and/or the Depositary Clearing Agency Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its a nominee or custodian thereof by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (ia) the provisions of this Section 3.06 3.6 shall be in full force and effect; (iib) the Company and the Agent shall be entitled to deal with the Depositary Clearing Agency for all purposes of this Agreement (including making Purchase the payment of Contract Payments Payments, if any, and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates Certificate(s) and shall have no obligation to the Beneficial Owners; (iiic) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this AgreementAgreement or any Certificate, the provisions of this Section 3.06 3.6 shall control; and (ivd) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or Clearing Agency and/or the Depositary Clearing Agency Participants. The Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of Contract Payments to such Clearing Agency Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except (i) as provided in Section 3.092.11 and (ii) for the definitive Note issued to the Collateral Agent for the benefit of the Holders of SQUARZ. The Purchase Contract SQUARZ Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.092.11: (ia) the provisions of this Section 3.06 2.8 shall be in full force and effect; (iib) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates Certificate(s) and shall have no obligation to the Beneficial Owners; (iiic) to the extent that the provisions of this Section 3.06 2.8 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 2.8 shall control; and (ivd) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or and/or the Clearing Agency Participants. The Depositary will make book-entry transfers among Clearing Agency Participants.

Book-Entry Interests. The CertificatesSecurities, on original issuance, will be issued in the form of one or more fully registered Global CertificatesSecurities, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Securities shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the DepositaryDTC, and no Beneficial Owner will receive a definitive Certificate Definitive Security representing such Beneficial Owner's ’s interest in such Global CertificateSecurity, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the CompanyCompany in writing. Unless and until definitive, fully registered Certificates Securities have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 3.09 shall be in full force and effect; (ii) except as contemplated in the definition of “Holders” in Section 1.01(d), the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Purchase Contracts and the sole holder of the Global Certificates Securities and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company and the Purchase Contract Agent shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase payments of Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Sections 3.13 and 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.09. The Stock Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Common SPACES and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants; provided that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 3.09. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Stripped Common SPACES and the recreation of Normal Common SPACES pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

Book-Entry Interests. The CertificatesUnits, on original issuance, will be issued in the form of one or more fully registered Global CertificatesUnits, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Units shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the DepositaryDTC, and no Beneficial Owner will receive a definitive Certificate Definitive Unit representing such Beneficial Owner's ’s interest in such Global CertificateUnit, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the CompanyCompany in writing. Unless and until definitive, fully registered Certificates Securities have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 3.09 shall be in full force and effect; (ii) except as contemplated in the definition of “Holders” in Section 1.01(d), the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Global Units and the sole holder of the Global Certificates Purchase Contracts and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global CertificatesUnits, to be delivered to the Depositary or its custodian by, or on behalf of, IndyMac Bancorp and the Company. The Company hereby designates DTC as the initial DepositaryTrust. Such Global Certificates Unit shall initially be registered on the books and records of IndyMac Bancorp and the Company Trust (in respect of the Warrant and Preferred Securities components of the Securities, respectively) in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Definitive Certificate representing such Beneficial Owner's interest in such Global CertificateUnit, except as provided in Section 3.093.10. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the CompanyIndyMac Bancorp. Unless and until definitive, fully registered Definitive Certificates have been issued to Beneficial Owners pursuant to Section 3.093.10: (ia) the provisions of this Section 3.06 3.7 shall be in full force and effect; (iib) the Company IndyMac Bancorp shall be entitled to deal with the Depositary Clearing Agency for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates Unit(s) and shall have no obligation to the Beneficial Owners; (iiic) to the extent that the provisions of this Section 3.06 3.7 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.7 shall control; and (ivd) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or Clearing Agency and/or the Depositary Clearing Agency Participants.

Book-Entry Interests. Notwithstanding anything herein to the contrary, (i) the provisions of this Section 3.6 shall apply if, and only if, the Company elects, in its sole and absolute discretion, to issue the Certificates in the form of one or more fully registered Global Certificates; and (ii) the Certificates will not initially be issued in the form of Global Certificates. The Certificates, on original issuance, will Certificates to be issued in the form of one or more fully registered Global Certificates, to Certificates shall be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company Security Registrar in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.093.8. The Stock Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.8: (i) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii) the Company Company, the Stock Purchase Contract Agent and the Security Registrar shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Common Equity Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 3.8; (iii) subject to the first paragraph of this Section 3.6, to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants; provided that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 3.8. Transfers of Common Equity Units evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such Common Equity Units (including the creation of Stripped Common Equity Units and the recreation of Normal Common Equity Units pursuant to Section 3.12 and Section 3.13, respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate. The Stock Purchase Contract Agent shall have no responsibility or obligation to any Beneficial Owner of a Global Certificate, any Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Depositary Participant or member thereof, with respect to any ownership interest in any Global Certificate or with respect to the delivery to any Depositary Participant, member, Beneficial Owner or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to any Global Certificate. All notices and communications to be given to the Holders, and all payments to be made to Holders, of any Global Certificate shall be given or made only to or upon the order of the Depositary or its nominee. The rights of Beneficial Owners in any Global Certificate shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary, subject to clauses (i) and (iv) of this Section 3.6. The Stock Purchase Contract Agent may rely conclusively, and shall be fully protected in relying, upon information furnished by the Depositary with respect to its members, Depositary Participants and any Beneficial Owners.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global CertificatesUnits, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Unit shall initially be registered on the books and records of the Company and the Trust in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Definitive Certificate representing such Beneficial Owner's interest in such Global CertificateUnit, except as provided in Section 3.093.10. The Purchase Contract Unit Agent shall is hereby authorized to enter into an agreement with the Depositary if so requested by the Company, and in doing so the Unit Agent shall be entitled to all of the benefits and protections of this Agreement and, unless otherwise directed by the Depository, the Unit Agent is hereby authorized to hold the Certificates evidencing Global Units as custodians for the Depository. Unless and until definitive, fully registered Definitive Certificates have been issued to Beneficial Owners pursuant to Section 3.093.10: (ia) the provisions of this Section 3.06 3.7 shall be in full force and effect; (iib) the Company shall be entitled to deal with the Depositary Clearing Agency for all purposes of this Unit Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates Unit(s) and shall have no obligation to the Beneficial Owners; (iiic) to the extent that the provisions of this Section 3.06 3.7 conflict with any other provisions of this Unit Agreement, the provisions of this Section 3.06 3.7 shall control; and (ivd) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or Clearing Agency and/or the Depositary Clearing Agency Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) except as contemplated in the definition of "Holders" in Section 1.01(d), the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its a nominee or custodian thereof by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an a customary agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (ia) the provisions of this Section 3.06 3.6 shall be in full force and effect; (iib) the Company and the Agent shall be entitled to deal with the Depositary Clearing Agency for all purposes of this Agreement (including making Purchase the payment of Contract Payments Adjustment Payments, if any, and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates Certificate(s) and shall have no obligation to the Beneficial Owners; (iiic) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this AgreementAgreement or any Certificate, the provisions of this Section 3.06 3.6 shall control; andand Table of Contents (ivd) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or Clearing Agency and/or the Depositary Clearing Agency Participants. The Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of Contract Adjustment Payments to such Clearing Agency Participants.

Book-Entry Interests. The Certificates, on original issuance, Certificates will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company Security Register in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and including, without limitation, receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. The Depositary will make book-entry transfers among Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14, respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Book-Entry Interests. The CertificatesUnits, on original issuance, will be issued in the form of one or more fully registered Global CertificatesUnits, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Units shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the DepositaryDTC, and no Beneficial Owner will receive a definitive Certificate Definitive Unit representing such Beneficial Owner's ’s interest in such Global CertificateUnit, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the CompanyCompany in writing. The Purchase Contract Agent and Trustee shall have no responsibility or liability for any action or inaction of DTC, Clearstream, Euroclear or any other depositary or clearing system. Unless and until definitive, fully registered Certificates Securities have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) except as contemplated in the definition of “Holders” in Section 1.01(e), the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Global Units and the sole holder of the Global Certificates Purchase Contracts and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The CertificatesUnits, on original issuance, will be issued in the form of one or more fully registered Global CertificatesUnits, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Units shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the DepositaryDTC, and no Beneficial Owner will receive a definitive Certificate Definitive Unit representing such Beneficial Owner's ’s interest in such Global CertificateUnit, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the CompanyCompany in writing. Unless and until definitive, fully registered Certificates Securities have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) except as contemplated in the definition of “Holders” in Section 1.01(e), the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Global Units and the sole holder of the Global Certificates Purchase Contracts and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The CertificatesUnits, on original issuance, will be issued in the form of one or more fully registered Global CertificatesUnits, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Units shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the DepositaryDTC, and no Beneficial Owner will receive a definitive Certificate Definitive Unit representing such Beneficial Owner's ’s interest in such Global CertificateUnit, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the CompanyCompany in writing. Unless and until definitive, fully registered Certificates Securities have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) except as contemplated in the definition of “Holders” in Section 1.01, the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Global Units and the sole holder of the Global Certificates Purchase Contracts and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The CertificatesUnits, on original issuance, will be issued in the form of one or more fully registered Global Unit Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Unit Certificate(s) shall initially be registered on the books and records of the Company Issuers in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Definitive Unit Certificate representing such Beneficial Owner's interest in such Global Unit Certificate, except as provided in Section 3.093.10. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Definitive Unit Certificates have been issued to Beneficial Owners pursuant to Section 3.093.10: (ia) the provisions of this Section 3.06 3.7 shall be in full force and effect; (iib) the Company shall be entitled to deal with the Depositary Clearing Agency for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates Unit Certificate(s) and shall have no obligation to the Beneficial OwnersOwners under this Agreement; (iiic) to the extent that the provisions of this Section 3.06 3.7 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.7 shall control; and (ivd) the rights of the Beneficial Owners under this Agreement shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or Clearing Agency and/or the Depositary Clearing Agency Participants.

Book-Entry Interests. (a) The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. (b) Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Sections 3.13 and 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company and the Purchase Contract Agent shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase the payment of Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. The Depositary will make book-entry transfers among Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary Clearing Agency for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary Clearing Agency or the Depositary Clearing Agency Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) except as provided in Section 3.11, the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Hybrid Capital Units pursuant to Sections 3.13 and 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Warrant Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company and the Warrant Agent shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Payments payments of Warrant Fees and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Sections 3.13 and 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in definitive certificated form and will bear the Restrictive Legend, if required by the Company. Upon the sale of the Units to the Underwriters pursuant to the Underwriting Agreement, the Restrictive Legend (if any) will be removed and Certificates will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company Security Register in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. The Depositary will make book-entry transfers among Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants; provided that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 3.09. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary Clearing Agency or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositaryinitial Clearing Agency, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary Clearing Agency if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to under Section 3.093.9: (i1) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii2) the Company shall be entitled to deal with the Depositary Clearing Agency for all purposes of this Agreement (including making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii3) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv4) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or Clearing Agency and/or the Depositary Clearing Agency Participants.

Book-Entry Interests. (a) The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more more, fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (ia) the provisions of this Section 3.06 3.6 shall be in full force and effect; (iib) the Company and the Agent shall be entitled to deal with the Depositary Registered Holder for all purposes of this Agreement (including making Purchase Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates Certificate(s) and shall have no obligation to the Beneficial Owners; (iiic) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (ivd) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or Clearing Agency and/or the Depositary Clearing Agency Participants. The Clearing Agency will make book-entry transfers among Clearing Agency Participants.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the DepositaryDTC, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the CompanyCompany in writing. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) except as contemplated in the definition of “Holders” in Section 1.01(d), the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Purchase Contracts and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Book-Entry Interests. The Certificates, on original issuance, Certificates will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary Depositary, as agent for the Company, or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company Security Register in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's ’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless Following the issuance of such Global Certificates and unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including including, without limitation, making Purchase Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Securities Units or any Purchase Contracts and Senior Notes that are components thereof and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners, provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants. The Depositary will make book-entry transfers among Depositary Participants and receive and transmit all payments on the Units represented by Global Certificates and all transfers and deliveries of the related Senior Notes, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio and Common Stock to such Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases or Decreases set forth in such Global Certificate.

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Certificate shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depositary if 20- so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (ia) the provisions of this Section 3.06 3.6 shall be in full force and effect; (iib) the Company and the Agent shall be entitled to deal with the Depositary Clearing Agency for all purposes of this Agreement (including making Purchase the payment of Contract Payments Adjustment Payments, if any, and receiving approvals, votes or consents hereunderhereunder and for purposes of Section 3.11 hereof) as the Holder of the Securities and the sole holder of the Global Certificates Certificate(s) and shall have no obligation to the Beneficial Owners; (iiic) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (ivd) the rights of the Beneficial Owners shall be exercised only through the Depositary Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or Clearing Agency and/or the Depositary Clearing Agency Participants.