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

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.1 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, 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, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Issuer Order or 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 and the advice of such counsel confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document, but the Book-Entry Depositary, may (but shall have no obligation to) make reasonable further inquiry or investigation into such facts or matters 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 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 powers hereunder or perform any duties hereunder either directly or by or through agents or 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 with due care; (f) the Book-Entry Depositary shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Depositary pursuant to this Agreement, unless the Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to 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 (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, 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.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.1 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, coupon, security, other evidence of indebtedness 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, direction, order request or demand direction of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officersa Directors' Certificate, Issuer Certificate or Company Order or Issuer Request, as otherwise expressly provided herein 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 the written advice of such counsel confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection with in respect to of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselthereon; (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, coupon, security other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make reasonable further inquiry or investigation into such facts or matters related to the issuance of the Global Notes 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, at the Issuer's expense, at reasonable times during normal business hours, personally Personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and attorneys, but 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 careby it hereunder; (f) the Book-Entry Depositary shall be under no obligation to exercise expend or risk its own funds or to exercise, at the request or direction of the Depositary, any of the rights or powers vested in it by this Agreement at or the request, order or direction of the Depositary pursuant to this Agreement, Indenture unless the Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to it 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 reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; and (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, such matter the Book-Entry Depositary (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 Depositaryits part, be deemed to be conclusively proved and established by an Officersrely upon a Directors' 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 thereofCertificate.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.1 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, coupon, security, other evidence of indebtedness 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, direction, order request or demand direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Officer's Certificate or Issuer Order or Issuer Request, as otherwise expressly provided herein 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 full and complete authorization and protection with protected in respect to of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselthereon; (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, coupon, security other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make reasonable such further inquiry or investigation into such facts or matters related to the issuance of the Global Notes 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, 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 powers rights hereunder or perform any duties hereunder either directly or by or through agents or attorneys and attorneys, but 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 careby it hereunder; (f) the Book-Entry Depositary shall be under no obligation to exercise 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 at or the request, order or direction of the Depositary pursuant to this Agreement, Indenture unless the Depositary Registered Holders shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to it 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 reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; and (hg) 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, such matter the Book-Entry Depositary (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 Depositaryits part, be deemed to be conclusively proved and established by rely upon 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 thereofOfficer's Certificate.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.1 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, coupon, security, other evidence of indebtedness 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, direction, order request or demand direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate, officer's certificate or Issuer Order or Issuer Request, as otherwise expressly provided herein 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 full and complete authorization and protection with protected in respect to of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselthereon; (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, coupon, security other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make reasonable such further inquiry or investigation into such facts or matters related to the issuance of the Global Notes 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, 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 powers rights hereunder or perform any duties hereunder either directly or by or through agents or attorneys and attorneys, but 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 careby it hereunder; (f) the Book-Entry Depositary shall be under no obligation to exercise expend or risk its own funds or to exercise, at the request or direction of DTC, any of the rights or powers vested in it by this Agreement at or the request, order or direction of the Depositary pursuant to this Agreement, Indenture unless the Depositary DTC shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to it 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 reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; and (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, such matter the Book-Entry Depositary (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 Depositaryits part, be deemed to be conclusively proved and established by rely upon an Officers' Certificate delivered to the Book-Entry Depositary, and such officer's 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.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.1 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, 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, direction, order or demand of the Note Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Issuer Order or 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 and the advice of such counsel confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make reasonable further inquiry or investigation into such facts or matters 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 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 powers hereunder or perform any duties hereunder either directly or by or through agents or 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 with due care; (f) the Book-Entry Depositary shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Depositary pursuant to this Agreement, unless the Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to 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 (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, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross 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 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 the faith thereof.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.1 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, coupon, security, other evidence of indebtedness 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, direction, order request or demand direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate, officer's certificate or Issuer Order or Issuer Request, as otherwise expressly provided herein 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 full and complete authorization and protection with protected in respect to of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselthereon; (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, coupon, security other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make reasonable such further inquiry or investigation into such facts or matters related to the issuance of the Global Notes 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, 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 powers rights hereunder or perform any duties hereunder either directly or by or through agents or attorneys and attorneys, but 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 careby it hereunder; (f) the Book-Entry Depositary shall be under no obligation to exercise expend or risk its own funds or to exercise, at the request or direction of the Partnership, any of the rights or powers vested in it by this Agreement at or the request, order or direction of the Depositary pursuant to this Agreement, Indenture unless the Depositary Partnership shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to it 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 reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; and (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, such matter the Book-Entry Depositary (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 Depositaryits part, be deemed to be conclusively proved and established by rely upon an Officers' Certificate delivered to the Book-Entry Depositary, and such officer's 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.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.1 3.01 hereof: (a) the Book-Entry Depositary may conclusively 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, coupon, security, or other paper or document delivered to it document, whether in accordance with the terms of this Agreement and 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, direction, order request or demand direction of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' ’ Certificate, Issuer a Company Order or Issuer Company Request, and any action or resolution of the Board of Directors of the Issuer may Company shall be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel of its selection and the advice of such counsel confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make reasonable further inquiry or investigation into such facts or matters related to the issuance of the any Global Notes andSecurity, and if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, at the Issuer's expenseCompany, at reasonable times during normal business hourshours 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 powers hereunder or perform any duties hereunder either directly or by or through agents or 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 carecare by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Depositary pursuant to this AgreementDepositary, unless the Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to 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 liabilitydirection; (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 (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, 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.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.1 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, coupon, security, other evidence of indebtedness 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, direction, order request or demand direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate, officer's certificate or Issuer Order or Issuer Request, as otherwise expressly provided herein 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 full and complete authorization and protection with protected in respect to of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselthereon; (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, coupon, security other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make reasonable such further inquiry or investigation into such facts or matters related to the issuance of the Global Notes 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, 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 powers rights hereunder or perform any duties hereunder either directly or by or through agents or attorneys and attorneys, but 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 careby it hereunder; (f) the Book-Entry Depositary shall be under no obligation to exercise 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 at or the request, order or direction of the Depositary pursuant to this Agreement, Indenture unless the Depositary Registered Holders shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to it 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 reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; and (hg) 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, such matter the Book-Entry Depositary (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 Depositaryits part, be deemed to be conclusively proved and established by rely upon an Officers' Certificate delivered to the Book-Entry Depositary, and such officer's 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.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.1 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, 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, direction, order request or demand direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Issuer a Company Order or Issuer Request, 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 of its selection and the advice of such counsel confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make reasonable further inquiry or investigation into such facts or matters related to the issuance of the a Global Notes and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled 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 attorneyNote; (e) the Book-Entry Depositary may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or 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 carecare by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Depositary pursuant to this Agreement, unless the Depositary or Beneficial Owner shall have offered or caused to be offered to the Book-Entry Depositary reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request request, order 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; (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, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith 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, and such certificateby reason of any provision of any present or future law or regulation of any governmental or regulatory authority or securities exchange, in or by reason of the absence terms of negligence the relevant Indenture or bad faith on the part 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, shall be full warrant to 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 any discretion provided for any action taken, suffered or omitted by it under the provisions of the in this Agreement, upon the faith thereof.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.1 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, coupon, security, other evidence of indebtedness 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, direction, order request or demand direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Certificate or Issuer Order or Issuer Request, as otherwise expressly provided herein 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 the written advice of such counsel confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection with in respect to of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselthereon; (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, coupon, security other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make reasonable further inquiry or investigation into such facts or matters related to the issuance of the Global Notes 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, 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 trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and attorneys, but 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 careby it hereunder; (f) the Book-Entry Depositary shall be under no obligation to exercise expend or risk its own funds or to exercise, at the request or direction of the Depositary, any of the rights or powers vested in it by this Agreement at or the request, order or direction of the Depositary pursuant to this Agreement, Indenture unless the Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to it 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 reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; and (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, such matter the Book-Entry Depositary (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 Depositaryits part, be deemed to be conclusively proved and established by rely upon 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 thereofCertificate.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.1 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, 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, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Issuer Order or 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 and the advice of such counsel confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document, but the Book-Entry Depositary, may (but shall have no obligation to) make reasonable further inquiry or investigation into such facts or matters 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 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 powers hereunder or perform any duties hereunder either directly or by or through agents or 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 with due care; (f) the Book-Entry Depositary shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Depositary pursuant to this Agreement, unless the Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to 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 liabilityliability ; (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; (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, 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 affiliates 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 3.1 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, 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, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Issuer Order or 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 and the advice of such counsel confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document, but the Book-Entry Depositary, may (but shall have no obligation to) make reasonable further inquiry or investigation into such facts or matters 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 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 powers hereunder or perform any duties hereunder either directly or by or through agents or 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 with due care; (f) the Book-Entry Depositary shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Depositary pursuant to this Agreement, unless the Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to 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 liabilityliability ; (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; (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, 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 affiliates 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 3.1 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, coupon, security, other evidence of indebtedness 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, direction, order request or demand direction of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officersa Directors' Certificate, Issuer Certificate or Company Order or Issuer Request, as otherwise expressly provided herein 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 the written advice of such counsel confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection with in respect to of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counselthereon; (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, coupon, security other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make reasonable further inquiry or investigation into such facts or matters related to the issuance of the Global Notes 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, at the Issuer's expense, at reasonable times during normal business hours, personally Personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and attorneys, but 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 careby it hereunder; (f) the Book-Entry Depositary shall be under no obligation to exercise expend or risk its own funds or to exercise, at the request or direction of the Depositary, any of the rights or powers vested in it by this Agreement at or the request, order or direction of the Depositary pursuant to this Agreement, Indenture unless the Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity reasonably satisfactory to it 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 reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement; and (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, such matter the Book-Entry Depositary (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 Depositaryits part, be deemed to be conclusively proved and established by an Officersrely upon a Directors' 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 thereofCertificate.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 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, 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, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Issuer Order or 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 and the advice of such counsel confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document, but the Book-Entry Depositary, may (but shall have no obligation to) make reasonable further inquiry or investigation into such facts or matters 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 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 powers hereunder or perform any duties hereunder either directly or by or through agents or 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 with due care; (f) the Book-Entry Depositary shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Depositary pursuant to this Agreement, unless the Depositary shall have offered or caused to be offered to the Book-Entry Depositary security or indemnity in demnity reasonably satisfactory to 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 (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, 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.

Certain Rights of Book-Entry Depositary. Subject to ---------------------------------------- the provisions of Section 3.1 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, coupon, security, 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, direction, order or demand of the Issuer Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Issuer Certificate or Company Order or Issuer Request, and any resolution of the Board of Directors of the Issuer Company, as the case may be, may be sufficiently evidenced by a Board Resolution; (c) the Book-Entry Depositary may consult with counsel of its selection and the advice of such counsel confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make reasonable further inquiry or investigation into such facts or matters related to the issuance of the Global Notes and, Securities and if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, at the Issuer's expenseCompany, at reasonable times during normal business hours, personally or by agent or attorney; (e) the Book-Entry Depositary may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys 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 with due carecare by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or the Indenture at the request, order or direction of the Depositary Holder pursuant to this Agreement, unless the Depositary Holder shall have offered or caused to be offered to the Book-Entry Depositary reasonable security or indemnity reasonably satisfactory to 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 (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, 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.

Certain Rights of Book-Entry Depositary. Subject to the provisions of Section 3.1 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, 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, direction, order request or demand direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' ’ Certificate, Issuer a Company Order or Issuer Request, 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 of its selection and the advice of such counsel confirmed in writing or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security other evidence of indebtedness or other paper or document, but the Book-Entry Depositary, in its discretion, may (but shall have no obligation to) make reasonable further inquiry or investigation into such facts or matters related to the issuance of the a Global Notes and, if the Book-Entry Depositary shall determine to make such further inquiry or investigation, it shall be entitled 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 attorneyNote; (e) the Book-Entry Depositary may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or 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 carecare by it hereunder; (f) the Book-Entry Depositary shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request, order or direction of the Depositary pursuant to this Agreement, unless the Depositary or Beneficial Owner shall have offered or caused to be offered to the Book-Entry Depositary reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request request, order 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; (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, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith 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, and such certificateby reason of any provision of any present or future law or regulation of any governmental or regulatory authority or securities exchange, in or by reason of the absence terms of negligence the relevant Indenture or bad faith on the part 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, shall be full warrant to 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 any discretion provided for any action taken, suffered or omitted by it under the provisions of the in this Agreement, upon the faith thereof.