Common use of Agreements of the Paying Agent Clause in Contracts

Agreements of the Paying Agent. The Paying Agent, and, if acting as Paying Agent, the Company, agree that: (a) If the Company shall at any time act as its own Paying Agent with respect to any series of Notes, it will, on or before each due date of principal and premium, if any, or interest payable in respect of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal, premium, if any, and interest so becoming due and payable in respect of the Notes until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Indenture Trustee of its action or failure so to act. (b) The Paying Agent shall be entitled to deal with each amount paid to it hereunder in the same manner as other amounts paid to it as a banker by its customers provided that: (i) the Paying Agent shall not, against the Company or any Holder of a Note, exercise any lien, right of set-off or similar claim in respect thereof (except as otherwise provided or permitted under this Indenture); (ii) the Paying Agent shall not be liable to any person for interest thereon; (iii) the Paying Agent need not segregate any money held by it except as required by law or as otherwise provided under this Indenture; and (iv) the Paying Agent shall comply with the provisions of Sections 317(b) of the Trust Indenture Act and agrees that it will, during the continuance of any default by the Company in the making of any payment in respect of Notes of a series (or a default by any other obligor upon such Notes), upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held in trust by such Paying Agent for payment in respect of such Notes. (c) The Paying Agent shall pay or cause to be paid by transfer of immediately available funds in the Specified Currency to Holders all money received by the Paying Agent for such purpose from the Company pursuant to Section 3.01. In the event a Note is issued between a Regular Record Date or Special Record Date and the related Interest Payment Date, interest for the period beginning on the original issue date for such Note or the previous Interest Payment Date, as the case may be, and ending on the subject Interest Payment Date will be paid on the immediately following Interest Payment Date to the Person who was the registered Holder of such Note as of the immediately preceding Regular Record Date. With respect to Global Notes, the Paying Agent shall pay principal, premium, if any, interest and any other amounts due on such Global Notes in accordance with the arrangements established by and between the Paying Agent and the Depositary. Notwithstanding anything herein to the contrary, payments of principal in respect of Definitive Notes shall be made as provided in or pursuant to this Indenture against presentation and surrender of the relevant Definitive Notes at the designated office of the Paying Agent, as provided herein or in the applicable Definitive Note. Notwithstanding anything herein to the contrary, interest on Definitive Notes shall be paid to the person shown in the applicable Register at the close of business on the Regular Record Date or Special Record Date, as applicable, as provided in or pursuant to this Indenture on or before the due date for payment thereof. Notwithstanding anything herein to the contrary, payments of interest on each Definitive Note shall be made in the currency in which such payments are due by check mailed to the Holder (or to the first named of joint Holders) of such Definitive Note registered as such as of the applicable Record Date at its address appearing in the applicable Register. Upon application by a Holder of at least $10,000,000 in aggregate principal amount of Notes of a series (or its equivalent in the Specified Currency other than U.S. Dollars) to the specified office of the Paying Agent at least five

Agreements of the Paying Agent. The Paying Agent, and, if acting as Paying Agent, the Company, agree Agent agrees that: (a) If the Company shall at any time act as its own Paying Agent with respect to any series of Notes, it will, on or before each due date of the principal and of or premium, if any, or interest payable in respect on any of the NotesNotes of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such the principal, premium, if any, and any interest so becoming due and payable in respect of the Notes until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Indenture Trustee of its action or failure so to act. (b) The Paying Agent shall be entitled to deal with each amount paid to it hereunder in the same manner as other amounts paid to it as a banker by its customers provided that: (i) the Paying Agent shall not, against the Company or any Holder of a Note, exercise any lien, right of set-off or similar claim in respect thereof (except as otherwise provided or permitted under this Indenture); (ii) the Paying Agent shall not be liable to any person for interest thereon; (iii) the Paying Agent need not segregate any money held by it except as required by law or as otherwise provided under this Indenture; and (iv) the Paying Agent shall comply with the provisions of Sections 317(b) of the Trust Indenture Act and agrees that it will, during the continuance of any default by the Company in the making of any payment in respect of Notes of a series (or a default by any other obligor upon such Notes), upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held in trust by such Paying Agent for payment in respect of such Notes. (c) The Paying Agent shall pay or cause to be paid by transfer of immediately available funds in the Specified Currency to Holders all money monies received by the Paying Agent for such purpose from the Company pursuant to Section 3.01. In the event a Note is issued between a Regular Record Date or Special Record Date and the related Interest Payment Date, interest for the period beginning on the original issue date for such Note or the previous Interest Payment Date, as the case may be, and ending on the subject Interest Payment Date will be paid on the immediately following Interest Payment Date to the Person who was the registered Holder of such Note as of the immediately preceding Regular Record Date. With respect to Global Notes, the Paying Agent shall pay principal, premium, if any, interest and any other amounts due on such Global Notes in accordance with the arrangements established by and between the Paying Agent and the Depositary. Notwithstanding anything herein to the contrary, payments of principal in respect of Definitive Notes shall be made as provided in or pursuant to this Indenture against presentation and surrender of the relevant Definitive Notes at the designated office of the Paying Agent, as provided herein or in the applicable Definitive Note. Notwithstanding anything herein to the contrary, interest on Definitive Notes shall be paid to the person shown in the applicable Register at the close of business on the Regular Record Date or Special Record Date, as applicable, as provided in or pursuant to this Indenture on or before the due date for payment thereof. Notwithstanding anything herein to the contrary, payments of interest on each Definitive Note shall be made in the currency in which such payments are due by check mailed to the Holder (or to the first named of joint Holders) of such Definitive Note registered as such as of the applicable Record Date at its address appearing in the applicable Register. Upon application by a Holder of at least $10,000,000 in aggregate principal amount of Notes of a series (or its equivalent in the Specified Currency other than U.S. Dollars) to the specified office of the Paying Agent at least fiveapplicable

Agreements of the Paying Agent. The Paying Agent, and, if acting as Paying Agent, the Company, agree Agent agrees that: (a) If the Company shall at any time act as its own Paying Agent with respect to any series of Notes, it will, on or before each due date of principal and premium, if any, or interest payable in respect of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal, premium, if any, and interest so becoming due and payable in respect of the Notes until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Indenture Trustee of its action or failure so to act. (b) The Paying Agent shall be entitled to deal with each amount paid to it hereunder in the same manner as other amounts paid to it as a banker by its customers provided that: (i) the Paying Agent shall not, against the Company Trust or any Holder of a Note, exercise any lien, right of set-off or similar claim in respect thereof (except as otherwise provided or permitted under this Indenture); (ii) the Paying Agent shall not be liable to any person for interest thereon; (iii) the Paying Agent need not segregate any money held by it except as required by law or as otherwise provided under this Indenture; and (iv) the Paying Agent shall comply with the provisions of Sections 317(b) of the Trust Indenture Act and agrees that it will, during the continuance of any default by the Company Trust (or any other obligor upon the Notes) in the making of any payment in respect of Notes of a series (or a default by any other obligor upon such the Notes), upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held in trust by such Paying Agent for payment in respect of such the Notes. (cb) The Paying Agent shall pay or cause to be paid by transfer of immediately available funds denominated in the Specified Currency to the Holders all money moneys received by the Paying Agent for such purpose from the Company Trust pursuant to Section 3.01. In the event a Note is issued between a Regular Record Date or Special Record Date and the related Interest Payment Date, interest for the period beginning on the original issue date for such Note or the previous Interest Payment Date, as the case may be, and ending on the subject Interest Payment Date will be paid on the immediately following Interest Payment Date to the Person who was the registered Holder of such Note as of the immediately preceding Regular Record Date. With respect to Global Notes, the Paying Agent shall pay principal, premium, if any, interest and any other amounts due on such Global Notes in accordance with the arrangements established by and between the Paying Agent Indenture Trustee and the Depositary. Notwithstanding anything herein to the contrary, payments of principal in respect of Definitive Notes shall be made as provided in or pursuant to this Indenture against presentation and surrender of the relevant Definitive Notes at the designated office of the Paying AgentRegistrar in The City of New York, as provided herein or in the applicable Definitive Note. Notwithstanding anything herein to the contrary, interest on Definitive Notes shall be paid to the person shown in the applicable Register at the close of business on the Regular Record Date or Special Record Date, as applicable, as provided in or pursuant to this Indenture on or before the due date for payment thereof. Notwithstanding anything herein to the contrary, payments of interest on each Definitive Note shall be made in the currency in which such payments are due by check drawn on a bank in the Principal Financial Center of the country of the Specified Currency and mailed to the Holder holder (or to the first named of joint Holdersholders) of such Definitive Note registered as such as of the applicable Record Date at its address appearing in the applicable Register. Upon application by a Holder of at least $10,000,000 250,000 in aggregate principal amount of Notes of a series (or its equivalent in the Specified Currency other than U.S. Dollars) to the specified office of the Paying Agent at least fivefive (5) Business Days before the Regular Record Date or Special Record Date, as applicable, such payment of interest may be made by transfer to an account in the Specified Currency maintained by the payee with a bank in the Principal Financial Center or, in the case of Definitive Notes denominated in euro, in a city in which banks have access to the TARGET System. All moneys paid to the Paying Agent by the Trust in respect of any Note shall be held by the Paying Agent from the moment when such moneys are received until the time of actual payment thereof, for the persons entitled thereto, and shall be applied in accordance with Section 3.03 (c) through (h); provided, that the obligation of the Paying Agent to hold such moneys shall be subject to the provisions of Section 3.08. (c) The Paying Agent acting through its specified office shall make payments of interest and Additional Amounts (if applicable) or, as the case may be, principal in respect of the Notes in accordance with the terms thereof and of this Indenture, provided that such Paying Agent shall not be obliged (but shall be entitled) to make such payments if it is not able to establish that it has received (whether or not at the due time) the full amount of the relevant payment due to it under Section 3.01(a). Payment of any Note redemption amount (together with accrued interest) due in respect of Notes will be made against presentation and surrender of the relevant Notes at the specified office of the Paying Agent, subject to Section 2.04(h). Payment of amounts (whether principal, interest or otherwise) due in respect of Notes will be paid by the Paying Agent to the Holder thereof (or, in the case of joint Holders, the first named) which shall be the person appearing as Holder in the register kept by the Registrar as at the close of business (local time in the place of the specified office of the Registrar) on the Regular Record Date. (d) The Paying Agent shall not exercise any lien, right of set-off or similar claim against any person to whom it makes any payment under paragraph (c) in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. (e) If a Paying Agent makes any payment in accordance with paragraph (c), it shall be entitled to appropriate for its own account out of the funds received by it under Section 3.01(a) an amount equal to the amount so paid by it. (f) If a Paying Agent makes a payment in respect of Notes at a time at which it has not received the full amount of the relevant payment due to it under Section 3.01(a) and is not able to reimburse itself out of funds received by it under Section 3.01(a) therefor by appropriation under paragraph (e) the Trust shall from time to time on demand pay to the Paying Agent for its own account: (i) the amount so paid out by such Paying Agent and not so reimbursed to it; and (ii) interest on such amount from the date on which such Paying Agent made such payment until the date of reimbursement of such amount; provided that any payment made under paragraph (i) above shall satisfy pro tanto the Trust’s obligations under Section 3.01(a). (g) Interest shall accrue for the purpose of paragraph (2) of paragraph (f) (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an amount in Sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one percent per annum and the rate per annum specified by the Paying Agent as reflecting its cost of funds for the time being in relation to the unpaid amount. (h) If at any time and for any reason a Paying Agent makes a partial payment in respect of any Note surrendered for payment to it, such Paying Agent shall endorse thereon and in the register a statement indicating the amount and date of such payment.