Common use of PROCEDURES FOR BOOK-ENTRY NOTES Clause in Contracts

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation from the Company and the Trustee to DTC, dated as of November 17, 2003, and a Medium-Term Note Certificate Agreement between the Trustee and DTC, dated as of March 22, 1989 (the “MTN Certificate Agreement”), and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”).

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations from the Company Company, the Guarantor and the Trustee to The Depository Trust Company ("DTC, dated as ") of November 17, 2003, even date herewith and a Medium-Term Note Certificate Agreement between the Trustee and DTC, dated as of March 22April 14, 1989 (the “MTN Certificate Agreement”), and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations dated July 22, 1999 from the Company and the Trustee to DTC, dated as of November 17, 2003, DTC and a Medium-Term Note Certificate Agreement between the Trustee and DTC, dated as of March 22July 16, 1989 (1991, as amended, by Letter Agreement, dated July 15, 1999, to include the “MTN Certificate Agreement”)Notes, and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation (the "Letter") from the Company Issuer and the Trustee to DTC, DTC dated as of November 17, 2003the date hereof, and a Medium-Term Note Certificate Agreement between the Trustee and DTC, DTC dated as of March 22May __, 1989 (the “MTN Certificate Agreement”), 1998 and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations from the Company and the Trustee to DTC, dated as of November 17, 2003the date hereof, and a Medium-Term Note Certificate Agreement between the Trustee and DTC, dated as of March 2210, 1989 (the “MTN Certificate Agreement”)1989, and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations from the Company and the Trustee to DTC, dated as of November 17August 16, 20032002, and a Medium-Term Note Certificate Agreement Agreement, dated June 11, 1993, between the Trustee and DTC, dated as of March 22, 1989 DTC (the “MTN "Certificate Agreement”"), and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee DTC Agent will perform the custodial, document control and administrative functions described below, below for the Registered Notes. The DTC Agent will perform such functions in accordance with its respective obligations under a Blanket Letter of Representation Representations from the Company and the Trustee DTC Agent to DTC, DTC dated as of November 17, 2003, the date hereof and a Medium-Term Note Certificate Agreement between the Trustee Bank One and DTC, dated as of March 22May 26, 1989 (the “MTN Certificate Agreement”)and as amended to date, and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System system (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations (the "Letter") from the Company Issuer and the Trustee to DTC, DTC dated as of November 17March __, 2003, 1997 and a Medium-Term Note Certificate Agreement between the Trustee and DTC, DTC dated as of March 22October 21, 1989 (the “MTN Certificate Agreement”), 1988 and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations (the "Letter") from the Company Issuer and the Trustee to DTC, DTC dated as of November 17________ __, 2003, 1997 and a Medium-Term Note Certificate Agreement between the Trustee and DTC, DTC dated as of March 22October 21, 1989 (the “MTN Certificate Agreement”), 1988 and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation from the Company and the Trustee to DTC, dated as of November 17March __, 20031998, and a Medium-Medium Term Note Certificate Agreement Agreement, dated August 21, 1989, between the Trustee and DTC, dated as of March 22, 1989 DTC (the “MTN "Certificate Agreement”"), and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations from the Company and the Trustee to DTC, dated as of November 17February [ ], 20031999, and a Medium-Term Note Certificate Agreement Agreement, dated June 11, 1993, between the Trustee and DTC, dated as of March 22, 1989 DTC (the “MTN "Certificate Agreement”"), and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations from the Company and the Trustee to DTC, dated as of November 17_____________ ____, 20032002, and a Medium-Term Note Certificate Agreement Agreement, dated June 11, 1993, between the Trustee and DTC, dated as of March 22, 1989 DTC (the “MTN "Certificate Agreement”"), and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation from the Company and the Trustee to DTC, dated as of November 17, 2003the date hereof (the "Letter of Representation"), and a Medium-Medium Term Note Certificate Agreement between the Trustee and DTC, dated as of March 22December 2, 1989 (the “MTN Certificate Agreement”)1988, and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations from the Company and the Trustee to DTC, dated as of November 17July 25, 20031997, and a Medium-Term Note Certificate Agreement Agreement, dated April 7, 1993, between the Trustee and DTC, dated as of March 22, 1989 DTC (the “MTN "Certificate Agreement”"), and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Fund Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations dated July 22, 1999 from the Company and the Trustee to DTC, dated as of November 17, 2003, DTC and a Medium-Term Note Certificate Agreement between the Trustee and DTC, dated as of March 22October 21, 1989 (1988, as amended, to include the “MTN Certificate Agreement”)Notes, and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations from the Company and the Trustee to DTC, dated as of November 17, 2003the date hereof, and a Medium-Term Note Certificate Agreement between the Trustee and DTC, dated as of March 22May 26, 1989 (the “MTN Certificate Agreement”)1989, and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee Bank will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation from the Company and the Trustee Bank to DTC, dated as of November 17, 2003the date of the Agreement (the "Letter of Representation"), and a Medium-Term Note Certificate Agreement between the Trustee Bank and DTC, dated as of [December 2, 1988] [March 2210, 1989 (the “MTN Certificate Agreement”)1989], and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations from the Company and the Trustee to DTC, dated as of November 17, 2003the date hereof, and a Medium-Term Note Certificate Agreement between the Trustee and DTC, dated as of March 22May 26, 1989 (the “MTN Certificate Agreement”)1989, and its obligations as a participant in DTC, including DTC’s Same-'s Same- Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation from the Company and the Trustee to DTC, dated as of November 17, 2003, and a Medium-Term Note Certificate Agreement between the Trustee and DTC, dated as of March 22, 1989 (the “"MTN Certificate Agreement”"), and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”).

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation (the "Letter") from the Company and the Trustee to DTC, DTC dated as of November 17, 2003the date of the Distribution Agreement, and a Medium-Term Note Certificate Agreement between the Trustee and DTC, DTC dated as of March 22January 31, 1989 (the “MTN Certificate Agreement”)1991, and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification administration of the Book-Entry Notes for eligibility in the book-entry system maintained by DTCNote procedures, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation from the Company and the Trustee to DTC, dated as July 30, 1992 (the "Letter of November 17, 2003Representation"), and a Medium-Term Note Certificate Agreement Agreement, dated December 2, 1988, between the Trustee and DTC, dated as of March 22, 1989 DTC (the “MTN "Certificate Agreement”"), and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations from the Company and the Trustee to DTC, dated as of November 17April 27, 20031999, and a Medium-Term Note Certificate Agreement Agreement, dated June 11, 1993, between the Trustee and DTC, dated as of March 22, 1989 DTC (the “MTN "Certificate Agreement”"), and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").

PROCEDURES FOR BOOK-ENTRY NOTES. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Blanket Letter of Representation Representations from the Company and the Trustee to DTC, dated as of November 17June 27, 2003, 2000 and a Medium-Term Note Certificate Agreement between the Trustee and DTC, dated as of March 2210, 1989 (the “"MTN Certificate Agreement”"), and its obligations as a participant in DTC, including DTC’s 's Same-Day Funds Settlement System (“"SDFS”").