Common use of Certain Rights of Book-Entry Depositary Clause in Contracts

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate or Issuer Order or as otherwise expressly provided herein and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, and may rely upon the written advice of such counsel or any Opinion of Counsel and shall be protected in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the Issuer, personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the rights hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but the Book-Entry Depositary shall be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered Holders, any of the rights or powers vested in it by this Agreement or the Indenture unless the Registered Holders shall have offered to the Book-Entry Depositary security or indemnity satisfactory to the Book-Entry Depositary against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; and (g) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary (unless other evidence be herein specifically prescribed) may, in the absence of negligence or bad faith on its part, rely upon an Officer's Certificate.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officer's a Directors' Certificate or Issuer Company Order or as otherwise expressly provided herein and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, and may rely upon the written advice of such counsel or any Opinion of Counsel and shall be protected full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the IssuerCompany, personally Personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the rights trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but the Book-Entry Depositary shall be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered HoldersDepositary, any of the rights or powers vested in it by this Agreement or the Indenture unless the Registered Holders Depositary shall have offered to the Book-Entry Depositary security or indemnity satisfactory to the Book-Entry Depositary against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; and; (g) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary (unless other evidence be herein specifically prescribed) may, in the absence of negligence or bad faith on its part, rely upon an Officer's a Directors' Certificate.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 3.1 hereof: (a) the Book-Entry Depositary may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness coupon, security, or other paper or document delivered to it in accordance with the terms of this Agreement and believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate or Officers' Certificate, Issuer Order or as otherwise expressly provided herein Issuer Request, and any resolution of the Board of Directors of the Issuer may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, counsel and may rely upon the written advice of such counsel confirmed in writing or any Opinion of Counsel and shall be protected in full and complete authorization and protection with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel; (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, other evidence of indebtedness coupon, security or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make such reasonable further inquiry or investigation into such facts or matters as it may see fit, related to the issuance of the Global Notes and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the Issuer, at the Issuer's expense, at reasonable times during normal business hours, personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the rights powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but attorneys and the Book-Entry Depositary shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it hereunderwith due care; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered Holders, exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Indenture Depositary pursuant to this Agreement, unless the Registered Holders Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to the Book-Entry Depositary it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction, provided that such request, order or direction shall not expose the Book-Entry Depositary to personal liability; (g) the Book-Entry Depositary shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; and (gh) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on its partthe part of the Book-Entry Depositary, rely be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Book-Entry Depositary, and such certificate, in the absence of negligence or bad faith on the part of the Book-Entry Depositary, shall be full warrant to the Book-Entry Depositary for any action taken, suffered or omitted by it under the provisions of the Agreement, upon an Officer's Certificatethe faith thereof.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officerofficer's Certificate certificate or Issuer Order or as otherwise expressly provided herein and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, and may rely upon the written advice of such counsel or any Opinion of Counsel and shall be protected in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the Issuer, personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the rights hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but the Book-Entry Depositary shall be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered HoldersDTC, any of the rights or powers vested in it by this Agreement or the Indenture unless the Registered Holders DTC shall have offered to the Book-Entry Depositary security or indemnity satisfactory to the Book-Entry Depositary against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; and; (g) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary (unless other evidence be herein specifically prescribed) may, in the absence of negligence or bad faith on its part, rely upon an Officerofficer's Certificatecertificate.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officerofficer's Certificate certificate or Issuer Order or as otherwise expressly provided herein and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, and may rely upon the written advice of such counsel or any Opinion of Counsel and shall be protected in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the Issuer, personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the rights hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but the Book-Entry Depositary shall be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered Holders, any of the rights or powers vested in it by this Agreement or the Indenture unless the Registered Holders shall have offered to the Book-Entry Depositary security or indemnity satisfactory to the Book-Entry Depositary against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; and (g) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary (unless other evidence be herein specifically prescribed) may, in the absence of negligence or bad faith on its part, rely upon an Officerofficer's Certificatecertificate.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may rely and shall be protected in from any liability associated with or arising out of acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness coupon, security, or other paper or document document, whether in its original or facsimile form, believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officer's Certificate or Issuer Officers’ Certificate, a Company Order or as otherwise expressly provided herein Company Request, and any action or resolution of the Board of Directors may of the Company shall be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, counsel of its selection and may rely upon the written advice of such counsel or any Opinion of Counsel and shall be protected in full and complete authorization and protection with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel; (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may make such reasonable further inquiry or investigation into such facts or matters as it may see fitrelated to the issuance of any Global Security, and, and if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the IssuerCompany, at reasonable times during normal business hours and upon reasonable notice, personally or by agent or attorneyattorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; (e) the Book-Entry Depositary may execute any of the rights powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but attorneys and the Book-Entry Depositary shall not be responsible for any misconduct or negligence on the part of any such agent (other than an officer or employee of the Book-Entry Depositary) or attorney appointed with due care by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered Holders, exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Indenture Depositary, unless the Registered Holders Depositary shall have offered to the Book-Entry Depositary security or indemnity satisfactory to the Book-Entry Depositary it against the costs, expenses and liabilities that might be incurred by it in compliance with such request request, order or direction; (g) the Book-Entry Depositary shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; and (gh) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on its partthe part of the Book-Entry Depositary, rely upon be deemed to be conclusively proved and established by an Officer's CertificateOfficers’ Certificate delivered to the Book-Entry Depositary.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness coupon, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate or Issuer Officers’ Certificate, a Company Order or as otherwise expressly provided herein Company Request and any resolution of the Board of Directors of the Issuer may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, counsel of its selection and may rely upon the written advice of such counsel or any Opinion of Counsel and shall be protected in full and complete authorization and protection with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;thereon in accordance with such advice or Opinion of Counsel. (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may make such reasonable further inquiry or investigation into such facts or matters as it may see fit, and, if related to the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises issuance of the Issuer, personally or by agent or attorneya Global Note; (e) the Book-Entry Depositary may execute any of the rights powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but attorneys and the Book-Entry Depositary shall not be responsible for any misconduct or negligence on the part of any such agent (other than an officer or employee of the Book-Entry Depositary) or attorney appointed with due care by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered Holders, exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Indenture Depositary pursuant to this Agreement, unless the Registered Holders Depositary or Beneficial Owner shall have offered to the Book-Entry Depositary reasonable security or indemnity satisfactory to the Book-Entry Depositary against the costs, expenses and liabilities that might be incurred by it in compliance with such request request, order or direction; and, provided that such request, order or direction shall not expose the Book-Entry Depositary to personal liability; (g) the Book-Entry Depositary shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; (h) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad willful misconduct on the part of the Book-Entry Depositary, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Book-Entry Depositary; and (i) the Book-Entry Depositary shall incur no liability to the Depositary or any Beneficial Owner or any other Person hereunder or in connection herewith if, by reason of any provision of any present or future law or regulation of any governmental or regulatory authority or securities exchange, or by reason of the terms of the relevant Indenture or the relevant Global Note, or by any reason of any act of God or war or other circumstance beyond the control of the Book-Entry Depositary, the Book-Entry Depositary shall be prevented or forbidden from doing or performing any act or thing which the terms of this Agreement provide shall be done or performed; and the Book-Entry Depositary shall not incur any liability to the Depositary or Beneficial Owner or any other Person hereunder or in connection herewith by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Agreement provide shall or may be done or performed by reason of any exercise of or failure to exercise in good faith on its part, rely upon an Officer's Certificateany discretion provided for in this Agreement.

Certain Rights of Book-Entry Depositary. Subject to the ---------------------------------------- provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officer's a Directors' Certificate or Issuer Company Order or as otherwise expressly provided herein and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, and may rely upon the written advice of such counsel or any Opinion of Counsel and shall be protected full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the IssuerCompany, personally Personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the rights trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but the Book-Entry Depositary shall be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered HoldersDepositary, any of the rights or powers vested in it by this Agreement or the Indenture unless the Registered Holders Depositary shall have offered to the Book-Entry Depositary security or indemnity satisfactory to the Book-Entry Depositary against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; and; (g) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary (unless other evidence be herein specifically prescribed) may, in the absence of negligence or bad faith on its part, rely upon an Officer's a Directors' Certificate.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness coupon, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate or Issuer Officers' Certificate, a Company Order or as otherwise expressly provided herein Company Request and any resolution of the Board of Directors of the Issuer may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, counsel of its selection and may rely upon the written advice of such counsel or any Opinion of Counsel and shall be protected in full and complete authorization and protection with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;thereon in accordance with such advice or Opinion of Counsel. (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may make such reasonable further inquiry or investigation into such facts or matters as it may see fit, and, if related to the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises issuance of the Issuer, personally or by agent or attorneya Global Note; (e) the Book-Entry Depositary may execute any of the rights powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but attorneys and the Book-Entry Depositary shall not be responsible for any misconduct or negligence on the part of any such agent (other than an officer or employee of the Book-Entry Depositary) or attorney appointed with due care by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered Holders, exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Indenture Depositary pursuant to this Agreement, unless the Registered Holders Depositary or Beneficial Owner shall have offered to the Book-Entry Depositary reasonable security or indemnity satisfactory to the Book-Entry Depositary against the costs, expenses and liabilities that might be incurred by it in compliance with such request request, order or direction; and, provided that such request, order or direction shall not expose the Book-Entry Depositary to personal liability; (g) the Book-Entry Depositary shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; (h) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad willful misconduct on the part of the Book-Entry Depositary, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Book-Entry Depositary; and (i) the Book-Entry Depositary shall incur no liability to the Depositary or any Beneficial Owner or any other Person hereunder or in connection herewith if, by reason of any provision of any present or future law or regulation of any governmental or regulatory authority or securities exchange, or by reason of the terms of the relevant Indenture or the relevant Global Note, or by any reason of any act of God or war or other circumstance beyond the control of the Book-Entry Depositary, the Book-Entry Depositary shall be prevented or forbidden from doing or performing any act or thing which the terms of this Agreement provide shall be done or performed; and the Book-Entry Depositary shall not incur any liability to the Depositary or Beneficial Owner or any other Person hereunder or in connection herewith by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Agreement provide shall or may be done or performed by reason of any exercise of or failure to exercise in good faith on its part, rely upon an Officer's Certificateany discretion provided for in this Agreement.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officerofficer's Certificate certificate or Issuer Order or as otherwise expressly provided herein and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, and may rely upon the written advice of such counsel or any Opinion of Counsel and shall be protected in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the Issuer, personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the rights hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but the Book-Entry Depositary shall be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered HoldersPartnership, any of the rights or powers vested in it by this Agreement or the Indenture unless the Registered Holders Partnership shall have offered to the Book-Entry Depositary security or indemnity satisfactory to the Book-Entry Depositary against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; and; (g) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary (unless other evidence be herein specifically prescribed) may, in the absence of negligence or bad faith on its part, rely upon an Officerofficer's Certificatecertificate.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness coupon, security, or other paper or document delivered to it in accordance with the terms of this Agreement and believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Note Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate or Officers' Certificate, Issuer Order or as otherwise expressly provided herein Issuer Request, and any resolution of the Board of Directors of the Note Issuer may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, counsel and may rely upon the written advice of such counsel confirmed in writing or any Opinion of Counsel and shall be protected in full and complete authorization and protection with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel; (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, other evidence of indebtedness coupon, security or other paper or document, but the Book-Entry Depositary, in its discretion, may make such reasonable further inquiry or investigation into such facts or matters as it may see fit, related to the issuance of the Global Notes and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the Note Issuer, at the Note Issuer's expense, at reasonable times during normal business hours, personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the rights powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but attorneys and the Book-Entry Depositary shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it hereunderwith due care; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered Holders, exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Indenture Depositary pursuant to this Agreement, unless the Registered Holders Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to the Book-Entry Depositary it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction, provided that such request, order or direction shall not expose the Book-Entry Depositary to personal liability; (g) the Book-Entry Depositary shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; and (gh) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or bad faith on its partthe part of the Book-Entry Depositary, rely be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Book-Entry Depositary, and such certificate, in the absence of gross negligence or bad faith on the part of the Book-Entry Depositary, shall be full warrant to the Book-Entry Depositary for any action taken, suffered or omitted by it under the provisions of the Agreement, upon an Officer's Certificatethe faith thereof.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness coupon, security, or other paper or document delivered to it in accordance with the terms of this Agreement and believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate or Officers' Certificate, Issuer Order or as otherwise expressly provided herein Issuer Request, and any resolution of the Board of Directors of the Issuer may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, counsel and may rely upon the written advice of such counsel confirmed in writing or any Opinion of Counsel and shall be protected in full and complete authorization and protection with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel; (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, other evidence of indebtedness coupon, security or other paper or document, but the Book-Entry Depositary, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the Issuer, personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the rights powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but attorneys and the Book-Entry Depositary shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it hereunderwith due care; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered Holders, exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Indenture Depositary pursuant to this Agreement, unless the Registered Holders Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to the Book-Entry Depositary it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; and, provided that such request, order or direction shall not expose the Book-Entry Depositary to personal liability ; (g) the Book-Entry Depositary shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; (h) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Book-Entry Depositary, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Book-Entry Depositary, and such certificate, in the absence of negligence or bad faith on the part of the Book-Entry Depositary, shall be full warrant to the Book-Entry Depositary for any action taken, suffered or omitted by it under the provisions of the Agreement, upon the faith thereof; and (i) payments in respect of the Depositary Interest will only be made to the extent of any amounts actually received by the Book-Entry Depositary from the Global Note represented by such Depositary Interest. The Book-Entry Depositary shall not have any liability for the calculation, timing or appropriateness of any payment to be made in respect of the Global Note and the Issuer shall have sole liability therefor. The Book-Entry Depositary may own and deal in any class of securities of the Issuer and its part, rely upon an Officer's Certificateaffiliates and in the Notes or the Depositary Interest. The Book-Entry Depositary shall not have any duty or responsibility in case of any default by the Issuer in the performance of its covenants or agreements contained in any of the Notes or in the case of receipt of any written demand from the holder of the Depositary Interest with respect to such default except for contacting the Trustee to forward any notice or demand from the holder of the Depositary Interest to the Trustee.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 3.1 hereof: (a) the Book-Entry Depositary may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness coupon, security, or other paper or document delivered to it in accordance with the terms of this Agreement and believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate or Officers' Certificate, Issuer Order or as otherwise expressly provided herein Issuer Request, and any resolution of the Board of Directors of the Issuer may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, counsel and may rely upon the written advice of such counsel confirmed in writing or any Opinion of Counsel and shall be protected in full and complete authorization and protection with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel; (d) the Book-Entry Depositary shall not be bound to make any investigation in vestigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, other evidence of indebtedness coupon, security or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make such reasonable further inquiry or investigation into such facts or matters as it may see fit, related to the issuance of the Global Notes and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the Issuer, at the Issuer's expense, at reasonable times during normal business hours, personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the rights powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but attorneys and the Book-Entry Depositary shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it hereunderwith due care; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered Holders, exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Indenture Depositary pursuant to this Agreement, unless the Registered Holders Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity in demnity reasonably satisfactory to the Book-Entry Depositary it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction, provided that such request, order or direction shall not expose the Book-Entry Depositary to personal liability; (g) the Book-Entry Depositary shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; and (gh) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on its partthe part of the Book-Entry Depositary, rely be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Book-Entry Depositary, and such certificate, in the absence of negligence or bad faith on the part of the Book-Entry Depositary, shall be full warrant to the Book-Entry Depositary for any action taken, suffered or omitted by it under the provisions of the Agreement, upon an Officer's Certificatethe faith thereof.

Certain Rights of Book-Entry Depositary. Subject to ---------------------------------------- the provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officer's Officers' Certificate or Issuer Company Order or as otherwise expressly provided herein and any resolution of the Board of Directors of the Company, as the case may be, may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, counsel of its selection and may rely upon the written advice of such counsel or any Opinion of Counsel and shall be protected in full and complete authorization and protection with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel; (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, other evidence of indebtedness coupon, security or other paper or document, but the Book-Entry Depositary, in its discretion, may make such reasonable further inquiry or investigation into such facts or matters as it may see fit, and, related to the issuance of the Global Securities and if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the IssuerCompany, at reasonable times during normal business hours, personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the rights powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but and the Book-Entry Depositary shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered Holders, exercise any of the rights or powers vested in it by this Agreement or the Indenture at the request, order or direction of the Holder pursuant to this Agreement, unless the Registered Holders Holder shall have offered to the Book-Entry Depositary reasonable security or indemnity satisfactory to the Book-Entry Depositary against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; provided that such request, -------- order or direction shall not expose the Book-Entry Depositary to personal liability; (g) the Book-Entry Depositary shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; and (gh) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on its partthe part of the Book-Entry Depositary, rely be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Book-Entry Depositary, and such certificate, in the absence of bad faith on the part of the Book-Entry Depositary, shall be full warrant to the Book-Entry Depositary for any action taken, suffered or omitted by it under the provisions of the Agreement, upon an Officer's Certificatethe faith thereof.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officer's Officers' Certificate or Issuer Order or as otherwise expressly provided herein and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, and may rely upon the written advice of such counsel or any Opinion of Counsel and shall be protected full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the Issuer, personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the rights trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but the Book-Entry Depositary shall be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered HoldersDepositary, any of the rights or powers vested in it by this Agreement or the Indenture unless the Registered Holders Depositary shall have offered to the Book-Entry Depositary security or indemnity satisfactory to the Book-Entry Depositary against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; and; (g) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary (unless other evidence be herein specifically prescribed) may, in the absence of negligence or bad faith on its part, rely upon an Officer's Officers' Certificate.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.01 hereof: (a) the Book-Entry Depositary may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness coupon, security, or other paper or document delivered to it in accordance with the terms of this Agreement and believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request request, direction, order or direction demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate or Officers' Certificate, Issuer Order or as otherwise expressly provided herein Issuer Request, and any resolution of the Board of Directors of the Issuer may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel, counsel and may rely upon the written advice of such counsel confirmed in writing or any Opinion of Counsel and shall be protected in full and complete authorization and protection with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel; (d) the Book-Entry Depositary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, other evidence of indebtedness coupon, security or other paper or document, but the Book-Entry Depositary, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable prior request and during normal business hours to examine the books, records and premises of the Issuer, personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the rights powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, but attorneys and the Book-Entry Depositary shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it hereunderwith due care; (f) the Book-Entry Depositary shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of the Registered Holders, exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Indenture Depositary pursuant to this Agreement, unless the Registered Holders Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to the Book-Entry Depositary it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; and, provided that such request, order or direction shall not expose the Book-Entry Depositary to personal liability ; (g) the Book-Entry Depositary shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; (h) whenever in the administration of its duties under this Agreement the Book-Entry Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, the Book-Entry Depositary such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Book-Entry Depositary, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Book-Entry Depositary, and such certificate, in the absence of negligence or bad faith on the part of the Book-Entry Depositary, shall be full warrant to the Book-Entry Depositary for any action taken, suffered or omitted by it under the provisions of the Agreement, upon the faith thereof; and (i) payments in respect of the Depositary Interest will only be made to the extent of any amounts actually received by the Book-Entry Depositary from the Global Note represented by such Depositary Interest. The Book-Entry Depositary shall not have any liability for the calculation, timing or appropriateness of any payment to be made in respect of the Global Note and the Issuer shall have sole liability therefor. The Book-Entry Depositary may own and deal in any class of securities of the Issuer and its part, rely upon an Officer's Certificateaffiliates and in the Notes or the Depositary Interest. The Book- Entry Depositary shall not have any duty or responsibility in case of any default by the Issuer in the performance of its covenants or agreements contained in any of the Notes or in the case of receipt of any written demand from the holder of the Depositary Interest with respect to such default except for contacting the Trustee to forward any notice or demand from the holder of the Depositary Interest to the Trustee.