Common use of Book Entry Only Notes Clause in Contracts

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereof, Notes shall be issued initially as Book Entry Only Notes represented by one or more Global Notes. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of Notes, Beneficial Holders of Global Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders from voting Global Notes using duly executed voting instruction forms. (b) Every Note authenticated and delivered upon registration or transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.

Book Entry Only Notes. (a) Subject to Section 2.3(h3.3(h) and Section 4.2(b5.2(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereofthereof (including, in the case of the 2023 Notes, the provisions of Article 4), Notes shall be issued initially as Book Entry Only Notes represented by one or more Global Notes. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of Notes, Beneficial Holders of Global Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders from voting Global Notes using duly executed voting instruction forms. (b) Every Note authenticated and delivered upon registration or transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b) and the provisions of the Notes of any series or any Except as otherwise provided in a Supplemental Indenture providing for the issuance thereofapplicable to a Series of Notes, each Series of Notes shall be issued initially as Book Entry Only Notes represented by one or more Global Notes. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with delivered to such Depository or a nominee thereof or as custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable all Supplemental IndentureIndentures. Beneficial interests in a the Global Note will not be shown on the register Register or the records maintained by the Depository but will be represented through book book-entry accounts of BEO Participants on behalf of the Beneficial Holders beneficial owners of such Global Note in accordance with the rules and procedures of the DepositoryNote. None of the Issuer or Corporation, the Trustee and any other Paying Agent shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository or any BEO Participant on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests thereinNote. Except as otherwise provided in this Indenture or Section 2.5, owners of beneficial interests in any Supplemental Indenture in respect of a series of Notes, Beneficial Holders of Global Notes Note shall not be entitled to have Notes registered in their names, names and shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders thereof under in definitive form. Notwithstanding any other provision in this Indenture or any provision in any Supplemental Indenture. Nothing herein , no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Supplemental Indenture shall prevent Global Note in whole or in part may be registered, in the Beneficial Holders from voting name of any Person other than the Depository for such Global Notes using duly executed voting instruction forms.Note or a nominee thereof unless: (a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Global Note and the Corporation is unable to locate a qualified successor; (b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as Holder of the Global Note and the Corporation is unable to locate a qualified successor; (c) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor; (d) the Corporation determines that the Notes shall no longer be held as Book Entry Only Notes through the Depository; (e) the Depository determines to transfer the Global Notes in accordance with subsection 3.3(d); or (f) such right is required by applicable law, as determined by the Corporation and the Corporation Counsel; following which Notes in fully registered form shall be issued to the beneficial owners of such Notes or their nominees. Subject to the provisions of this Section 2.5, any exchange of a Global Note for Notes which are not Global Notes may be made in whole or in part in accordance with the provisions of Section 2.10, mutatis mutandis. All such Notes issued in exchange for a Global Note or any portion thereof shall be registered in such names as the Depository for such Global Note shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to Global Notes) as the Global Note or portion thereof surrendered upon such exchange. Every Note authenticated and delivered upon registration or of transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, whether pursuant to this Section 2.5 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes Note or a nominee thereof.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereof, Notes shall be issued initially as Book Entry Only Notes represented by one or more Global Notes. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer Company, the Trustees, the registrar or the Trustee any other Paying Agent shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest interests in any Global the Book-Entry Only Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests thereininterests. Except as otherwise provided in this Indenture Section 2.7 or any Supplemental Indenture Section 2.8, owners of beneficial interests in respect of a series of Notes, Beneficial Holders of Global Notes Book-Entry Only Note shall not be entitled to have the Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders thereof under this Supplemental Indenture or the Indenture; provided, however, that the Company, each Trustee and any agent of the Trustee shall treat a Person as the Holder of such principal amount of outstanding Notes of such Notes represented by a Book-Entry Only Note as shall be specified in a written statement of the Depository with respect to such Book-Entry Only Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holder pursuant to this Second Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders beneficial owners in a Global Note from voting Global such Notes using duly executed voting instruction forms. (b) proxies. Every Note authenticated and delivered upon registration or of transfer of a Global Book-Entry Only Note, or in exchange for or in lieu of a Global Book-Entry Only Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes Note or a nominee Nominee thereof. If the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository, and the Company is unable to locate and appoint a qualified successor, the Company and the Trustees, acting reasonably, will each exercise commercially reasonable efforts to agree upon alternative arrangements whereby the Notes can be traded through an alternative book-entry system.

Book Entry Only Notes. ‌ (a) Subject to Section 2.3(h) and Section 4.2(b2.09(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereofNotes, Notes shall be issued initially as Book Entry Only book-entry only Notes represented by one or more a Global NotesNote. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book book-entry accounts of Participants on behalf of the Beneficial Holders Owners of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or Issuer, the Trustee or any of their respective agents shall have any responsibility or liability for (i) for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or Notes, (ii) for maintaining, reviewing or supervising any records relating to such beneficial interests thereintherein or (iii) any advice or representation made by or with respect to the Depository and contained herein or in the Indenture governing the Notes with respect to the rules and regulations of the Depository or at the direction of the Participants. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of NotesIndenture, Beneficial Holders of Global Notes Owners shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders Holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders Owners from voting Global such Notes using duly executed voting instruction formsproxies. (b) Every Note authenticated and delivered upon registration or of transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b5.2(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereof, Notes shall be issued initially as Book Entry Only Notes represented by one or more Global Notes. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of Notes, Beneficial Holders of Global Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders from voting Global Notes using duly executed voting instruction forms. (b) Every Note authenticated and delivered upon registration or transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b3.2(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereofNotes, Notes shall be issued initially as Book Entry Only book-entry only Notes represented by one or more a Global NotesNote. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book book-entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer Issuer, the Trustee, the Paying Agent or the Trustee Registrar shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of NotesIndenture, Beneficial Holders of Global Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders Holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders from voting Global such Notes using duly executed voting instruction formsproxies. (b) Every Note authenticated and delivered upon registration or of transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b2.9(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereofNotes, Notes shall be issued initially as Book Entry Only book-entry only Notes represented by one or more a Global NotesNote. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book book-entry accounts of Participants on behalf of the Beneficial Holders Owners of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of NotesIndenture, Beneficial Holders of Global Notes Owners shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders Holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders Owners from voting Global such Notes using duly executed voting instruction formsproxies. (b) Every Note authenticated and delivered upon registration or of transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereof, Notes shall be issued initially as Book Entry Only Notes represented by one or more Global NotesNotes (in certificated or uncertificated form). Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of Notes, Beneficial Holders of Global Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders from voting Global Notes using duly executed voting instruction forms. (b) Every Note authenticated and delivered upon registration or transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereof, Notes shall be issued initially as Book Entry Only Notes represented by one or more Global Notes. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of Notes, Beneficial Holders of Global Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders from voting Global Notes using duly executed voting instruction forms. (b) Every Note authenticated and delivered upon registration or transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b) and the provisions of the Notes of any series Except as otherwise provided in a Terms Schedule or any Supplemental Indenture providing for the issuance thereofapplicable to a Series of Notes, each Series of Notes shall be issued initially as Book Entry Only Notes represented by one or more Global Notes. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be Notes registered in the name of the Depository designated or its nominee. Each Global Note shall bear the legend set out in Schedule “A” (or such updated legend as may be specified by the Depository from time to time). (b) Beneficial owners of Book Entry Only Notes will have no right to receive definitive Notes until such time, if any, as: (i) the Issuer determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of Global Notes, and the Issuer is unable to locate a qualified successor; (ii) the Depository notifies the Issuer that it is unwilling or unable to continue to act as depository in connection with such Notes and the Issuer is unable to locate a qualified successor; (iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Issuer is unable to locate a qualified successor; (iv) the Issuer elects, in respect of any Series of Notes, to terminate the book entry only registration of such Notes through the Depository; or (v) the Depository determines to transfer the Notes in accordance with Section 3.3(d); following which definitive Notes in fully registered form shall be issued in exchange for such Global Note or a nominee thereof and deposited with such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of Notes, Beneficial Holders of Global Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes such names and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders from voting Global Notes using duly executed voting instruction forms. such denominations (bin denominations of $2,000 and integral multiples of $1,000 in excess thereof) Every Note authenticated and delivered upon registration or transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than as the Depository for such Global Note or Global Notes, pursuant to instructions from its direct or indirect Participants or otherwise, shall instruct the Trustee, provided that the aggregate principal amount of the definitive Notes shall be equal to the principal amount of the Global Note or Global Notes so exchanged. (c) The Issuer, at its option, may at any time and from time to time require that any Global Note be issued as an uncertificated Note. If the Issuer requires that any Global Note be issued as an uncertificated Note, the Issuer shall provide notice of such uncertificated issuance to the Trustee and the Trustee, shall certify such uncertificated Global Note (whether upon original issuance, exchange, registration of transfer, partial payment, redemption or conversion or otherwise) by completing its Internal Procedures and the Issuer shall thereupon be deemed to have duly and validly issued such uncertificated Global Note under this Indenture. Such certification shall be conclusive evidence that such uncertificated Global Note has been duly issued hereunder and that the holder of such uncertificated Global Note is entitled to the benefits of this Indenture. The Register shall be final and conclusive evidence as to all matters relating to uncertificated Notes with respect to which this Indenture requires the Trustee to maintain records or accounts. The delivery of a confirmation of registration an uncertificated Global Note in the name of the Depository or its nominee thereofby the Trustee to such Depository shall constitute delivery of the uncertificated Global Note to the related Depository. The Trustee is authorized by the Issuer to provide further assurances and reports required by the Depository in order to confirm the Depository’s registered holding of an uncertificated Global Note. No uncertificated Global Note shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture until it has been certified by the Trustee and the particulars of the uncertificated Global Note have been entered on the Register. Such entry on the Register of the particulars of an uncertificated Global Note shall be conclusive evidence that such uncertificated Global Note is a valid and binding obligation of the Issuer and that the holder is entitled to the benefits of this Indenture.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b2.09(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereofNotes, Notes shall be issued initially as Book Entry Only book-entry only Notes represented by one or more a Global NotesNote. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book book-entry accounts of Participants on behalf of the Beneficial Holders Owners of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or Issuer, the Trustee or any of their respective agents shall have any responsibility or liability for (i) for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or Notes, (ii) for maintaining, reviewing or supervising any records relating to such beneficial interests thereintherein or (iii) any advice or representation made by or with respect to the Depository and contained herein or in the Indenture governing the Notes with respect to the rules and regulations of the Depository or at the direction of the Participants. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of NotesIndenture, Beneficial Holders of Global Notes Owners shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders Holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders Owners from voting Global such Notes using duly executed voting instruction formsproxies. (b) Every Note authenticated and delivered upon registration or of transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b2.09(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereofNotes, Notes shall be issued initially as Book Entry Only book-entry only Notes represented by one or more a Global NotesNote. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book book-entry accounts of Participants on behalf of the Beneficial Holders Owners of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of NotesIndenture, Beneficial Holders of Global Notes Owners shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders Holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders Owners from voting Global such Notes using duly executed voting instruction formsproxies. (b) Every Note authenticated and delivered upon registration or of transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereof, Notes shall be issued initially as Book Entry Only Notes represented by one or more Global Notes. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer Company, the Trustees, the registrar or the Trustee any other Paying Agent shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest interests in any Global the Book-Entry Only Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests thereininterests. Except as otherwise provided in this Indenture Section 2.7 or any Supplemental Indenture Section 2.8, owners of beneficial interests in respect of a series of Notes, Beneficial Holders of Global Notes Book-Entry Only Note shall not be entitled to have the Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders thereof under this Supplemental Indenture or the Indenture; provided, however, that the Company, each Trustee and any agent of the Trustee shall treat a Person as the Holder of such principal amount of outstanding Notes of such Notes represented by a Book-Entry Only Note as shall be specified in a written statement of the Depository with respect to such Book-Entry Only Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holder pursuant to this First Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders beneficial owners in a Global Note from voting Global such Notes using duly executed voting instruction forms. (b) proxies. Every Note authenticated and delivered upon registration or of transfer of a Global Book-Entry Only Note, or in exchange for or in lieu of a Global Book-Entry Only Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes Note or a nominee Nominee thereof. If the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository, and the Company is unable to locate and appoint a qualified successor, the Company and the Trustees, acting reasonably, will each exercise commercially reasonable efforts to agree upon alternative arrangements whereby the Notes can be traded through an alternative book-entry system.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b3.2(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereofNotes, Notes shall be issued initially as Book Entry Only book-entry only Notes represented by one or more a Global NotesNote. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book book-entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of NotesIndenture, Beneficial Holders of Global Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders Holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders from voting Global such Notes using duly executed voting instruction formsproxies. (b) Every Note authenticated and delivered upon registration or of transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.thereof.‌

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereof), Notes shall be issued initially as Book Entry Only Notes represented by one or more Global NotesCertificates. Each Global Note authenticated Certificate certified in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note Certificate or a nominee thereof and deposited with delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note Certificate shall constitute a single Note for all purposes of this Indenture and the applicable all Supplemental IndentureIndentures. Beneficial interests in a Global Note Certificate will not be shown on the register or the records maintained by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders beneficial owners of such the Global Note Certificates in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes Certificates or for maintaining, reviewing or supervising any records relating to such beneficial interests thereininterests. Except as otherwise provided in this Indenture or Indenture, owners of beneficial interests in any Supplemental Indenture in respect of a series of Notes, Beneficial Holders of Global Notes Certificates shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive definitive Notes and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders beneficial owners in Global Certificates from voting Global such Notes using duly executed voting instruction formsproxies. (b) Every Note authenticated and delivered upon registration or of transfer of a Global NoteCertificate, or in exchange for or in lieu of a Global Note Certificate or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global NoteCertificate, unless such Note is registered in the name of a Person other than the Depository for such Global Notes Certificates or a nominee thereof.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b) and the provisions of the Notes of any series Except as otherwise provided in a Terms Schedule or any Supplemental Indenture providing for the issuance thereofapplicable to a Series of Notes, each Series of Notes shall be issued initially as Book Entry Only Notes represented by one or more a Global NotesNote. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee Nominee thereof and deposited with delivered to such Depository or a nominee Nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable all Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the DepositoryIndentures. None of the Issuer Issuer, the Trustee, Registrar or the Trustee any other Paying Agent shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest interests in any Global Notes Note or for maintaining, reviewing or supervising any records relating to such beneficial interests thereininterests. Except as otherwise provided in this Indenture Section 2.6 or Section 3.4, owners of beneficial interests in any Supplemental Indenture in respect of a series of Notes, Beneficial Holders of Global Notes Note shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders beneficial owners in Global Notes from voting Global such Notes using duly executed voting instruction forms. (b) proxies. Every Note authenticated and delivered upon registration or of transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes Note or a nominee Nominee thereof. If the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository, and the Issuer is unable to locate a qualified successor, the Issuer and the Trustee, acting reasonably, will each exercise commercially reasonable efforts to agree upon alternative arrangements whereby the Notes can be traded through an alternative book entry system.

Book Entry Only Notes. (a) Subject to Section 2.3(h) and Section 4.2(b) and the provisions of the Notes of any series Except as otherwise provided in a Terms Schedule or any Supplemental Indenture providing for the issuance thereofapplicable to a Series of Notes, and subject to Subsection 2.5(c), each Series of Notes shall be issued initially as Book Entry Only Notes represented by one or more Global Notes. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be Notes registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with such Depository or a nominee thereof or custodian therefor, and each such its nominee. Each Global Note shall constitute a single Note for all purposes of this Indenture and bear the applicable Supplemental Indenture. Beneficial interests legend set out in a Global Note will not Schedule "A" (or such updated legend as may be shown on the register or the records maintained specified by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depositoryfrom time to time). None of the Issuer Issuer, its directors, the Trustee, Registrar or the Trustee any other Paying Agent shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest interests in any Global Notes Note or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of Notes, Beneficial Holders of Global Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indentureinterests. Nothing herein or in a Terms Schedule or Supplemental Indenture shall prevent the Beneficial Holders beneficial owners in Global Notes from voting Global such Notes using duly executed voting instruction formsproxies. (b) Every Beneficial owners of Book Entry Only Notes will have no right to receive definitive Notes until such time, if any, as: (i) the Issuer determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of Global Notes, and the Issuer is unable to locate a qualified successor; (ii) the Depository notifies the Issuer that it is unwilling or unable to continue to act as depository in connection with such Notes and the Issuer is unable to locate a qualified successor; (iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Issuer is unable to locate a qualified successor; (iv) the Issuer elects, in respect of any series of Notes, to terminate the book entry only registration of such Notes through the Depository; or (v) the Depository determines to transfer the Notes in accordance with Subsection 3.3(d); following which definitive Notes in fully registered form shall be issued in exchange for such Global Note authenticated or Global Notes, registered in such names and delivered upon registration in such denominations (in denominations of $1,000 and integral multiples of $1,000 in excess thereof) as the Depository for such Global Note or transfer Global Notes, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee, provided that the aggregate principal amount of the definitive Notes is equal to the principal amount of the Global Note or Global Notes so exchanged. (c) Notwithstanding Subsections (a) and (b) of this Section 2.5, if a Series of Notes is being issued as Book Entry Only Notes and a portion of the Notes are being issued by private placement in Canada, the United States of America or elsewhere in a manner that results in such Notes being subject to resale restrictions, the Issuer may, at its option, instead of issuing such restricted Notes as part of a Global Note, or issue individual registered Notes (in exchange for or denominations of $1,000 and integral multiples of $1,000 in lieu of a Global Note or any portion excess thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered ) in the name of the private placement purchasers of such restricted Notes or as they may direct, with such legend or legends on such Notes as the Issuer may require; provided that upon a Person other than transfer or exchange of such Notes in a manner that will result in such legend or legends being removed from the replacement Note being issued, the Notes must be transferred to the Depository for such or its nominee and will become part of the Global Note or Global Notes held by the Depository. (d) The Issuer, at its option, may at any time and from time to time require that any Global Note be issued as an uncertificated Note. If the Issuer requires that any Global Note be issued as an uncertificated Note, then the Issuer shall provide notice of such uncertificated issuance to the Trustee, and the Trustee shall certify or authenticate such uncertificated Global Note (whether upon original issuance, exchange, registration of transfer, partial payment, redemption or conversion or otherwise) by completing its Internal Procedures and the Issuer shall thereupon be deemed to have duly and validly issued such uncertificated Global Note under this Indenture. Such certification or authentication shall be conclusive evidence that such uncertificated Global Note has been duly issued hereunder and that the holder of such uncertificated Global Note is entitled to the benefits of this Indenture. The Register shall be final and conclusive evidence as to all matters relating to uncertificated Notes with respect to which this Indenture requires the Trustee to maintain records or accounts. The delivery of a confirmation of registration in the name of the Depository or its nominee thereofby the Trustee to the related Depository shall constitute delivery of the uncertificated Global Note to the related Depository. The Trustee is authorized by the Issuer to provide further assurances and reports required by the Depository in order to confirm the Depository's registered holding of an uncertificated Global Note. No uncertificated Global Note shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture until it has been certified or authenticated by entry on the Register of the particulars of the uncertificated Global Note. Such entry on the Register of the particulars of an uncertificated Global Note shall be conclusive evidence that such uncertificated Global Note is a valid and binding obligation of the Issuer and that the holder is entitled to the benefits of this Indenture.