Common use of Money for Bond Payments to Be Held in Trust Clause in Contracts

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable with respect to any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the Indenture Trustee or another Paying Agent, and, except as provided in the related Terms Indenture, no amounts so withdrawn from a Bond Account for payments of Bonds shall be paid over to the Issuer except as provided in this Section 3.03 or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Series. Whenever the Issuer shall have one or more Paying Agents, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g)), on or before the Business Day next preceding each Payment Date, Redemption Date and Special Redemption Date for each Series, an aggregate sum sufficient to pay the amounts then becoming due with respect to the Bonds of such Series, such sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Indenture Trustee) the Issuer will promptly notify the Indenture Trustee of its action or failure so to act. Any monies deposited with a Paying Agent, other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will: (i) hold all sums received by it for the payment of Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (ii) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer in the making of any payment required to be made with respect to any Series for which it is acting as Paying Agent; (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the successor Paying Agent all sums held by it in trust for the payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to the applicable requirements of abandoned property laws, any money held by any Paying Agent in trust for the payment of any amount due with respect to any Bond and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and, unless otherwise provided in the related Terms Indenture, shall be paid to the Issuer on Issuer Request; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Issuer or such Paying Agent with respect to such trust money shall thereupon cease; provided however, that the Issuer or such Paying Agent shall cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York and in the city in which the Corporate Trust Office is then located, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer).

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made series, or any Tranche thereof, it shall, on behalf or before each due date of the Issuer by principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the Indenture Trustee benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or another Paying Agent, and, except as provided in the related Terms Indenture, no amounts interest so withdrawn from a Bond Account for payments of Bonds becoming due until such sums shall be paid over to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the Issuer except as provided in this Section 3.03 or as provided in Section 5.06 or 8.02 (andTrustee, in either writing, of any failure by the Company (or any other obligor on such caseBonds) to make any payment of principal of or premium, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does notif any, at the time of or interest, if any, on such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such SeriesBonds. Whenever the Issuer Company shall have one or more Paying AgentsAgents for the Bonds of any series, or any Tranche thereof, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g))shall, on or before each due date of the Business Day next preceding each Payment Dateprincipal of and premium, Redemption Date if any, and Special Redemption Date for each Seriesinterest, an aggregate sum if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the amounts then principal and premium or interest so becoming due with respect to the Bonds of such Seriesdue, such sum sums to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled theretoto such principal, premium or interest, and (unless such Paying Agent is the Indenture Trustee) the Issuer will Company shall promptly notify the Indenture Trustee Trustee, in writing, of its action or any failure by it so to act. Any monies deposited with a Upon their appointment as Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Indenture Company or the Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees)Trustee, subject to the provisions of this Section 3.03Section, that such Paying Agent willshall: (ia) hold all sums received held by it for the payment of the principal of and premium, if any, or interest, if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (iib) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee written notice of any default failure by the Issuer in the making of Company (or any other obligor upon such Bonds) to make any payment required to be made with respect to any Series for which it is acting as Paying Agent;of principal of or premium, if any, or interest, if any, on such Bonds; and (iiic) at any time during the continuance of any such defaultfailure, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay furnish to the successor Paying Agent all sums held by Trustee such information as it in trust for possesses regarding the payment names and addresses of Bonds if the Persons entitled to such sums. The Company may at any time it ceases to meet the standards required to be met pay, or by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Company Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by the Company or such Paying AgentAgent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IX; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to the Unless otherwise prescribed by applicable requirements of abandoned property lawslaw, any money deposited with the Trustee or any Paying Agent, or then held by any Paying Agent the Company, in trust for the payment of any amount due with respect to the principal of and premium, if any, or interest, if any, on any Bond and remaining unclaimed for two years after such amount principal and premium, if any, or interest, if any, has become due and payable shall be paid to the Company on Company Request, or, if then held by the Company, shall be discharged from such trust without further action by the Company, Trustee or any Paying Agent; and, unless otherwise provided in the related Terms Indentureupon such payment or discharge, shall be paid to the Issuer on Issuer Request; and the Holder of such Bond shall thereaftershall, as an unsecured general creditorcreditor and not as the Holder of an Outstanding Bond, look only to the Issuer Company for payment thereof (but only to the extent of the amounts amount so paid to the Issuer)due and payable and remaining unpaid, and all liability of the Issuer Trustee or such Paying Agent with respect to such trust money money, and all liability of the Company as trustee thereof, shall thereupon cease; provided provided, however, that the Issuer Trustee or such Paying Agent shall Agent, before being required to make any such payment to the Company, shall, upon receipt of a Company Request and at the expense of the Company, cause to be published oncedelivered, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York and in the city in which the Corporate Trust Office is then locatedone occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 thirty (30) days from the date of such publicationnotice, any unclaimed balance of such money then remaining will be paid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer)Company.

Money for Bond Payments to Be Held in Trust. All payments Whenever the Issuer shall have one or more Paying Agents, the Trustee will, on each Payment Date or Redemption Date, withdraw from the Collateral Proceeds Account and deposit with such Paying Agent cash in an amount sufficient to pay principal of amounts due and payable or interest on the Bonds with respect to any Bonds which are the related Interest Accrual Period, such sum to be made from amounts withdrawn from held in trust for the related Bond Account pursuant benefit of the Persons entitled to Section 8.02(bsuch principal or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure to so act. The initial Paying Agent shall be made on behalf of the Issuer by the Indenture Trustee or another Paying Agent, and, except as provided in the related Terms Indenture, no amounts so withdrawn from a Bond Account for payments of Bonds shall be paid over to the Issuer except as provided in this Section 3.03 or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture)Trustee. Any additional or successor Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does is not, at the time of such appointment, meet a depository institution or trust company incorporated under the qualification laws of the United States of America or any state thereof and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Series. Whenever the Issuer shall have one or more Paying Agents, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g)), on supervision and examination by federal or before the Business Day next preceding each Payment Date, Redemption Date and Special Redemption Date for each Series, an aggregate sum sufficient to pay the amounts then becoming due with respect to the Bonds of such Series, such sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Indenture Trustee) the state banking authorities. The Issuer will promptly notify the Indenture Trustee of its action or failure so to act. Any monies deposited with a cause each Paying Agent, other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees)Trustee, subject to the provisions of this Section 3.03Section, that such Paying Agent will: (i1) hold all sums received amounts held by it for the payment of principal of or interest on the Bonds in trust for the benefit of the Persons entitled thereto until such sums amounts shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums amounts to such Persons as herein provided; (ii2) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer (or any other obligor upon the Bonds) in the making of any payment required to be made with respect to any Series for which it is acting as Paying Agent;of principal or interest; and (iii3) at any time during the continuance of any such defaultDefault, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums amounts so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the successor Paying Agent all sums held by it in trust for the payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums amounts held in trust by the Issuer or such Paying Agent, such sums amounts to be held by the Indenture Trustee upon the same trust trusts as those upon which the sums such amounts were held by the Issuer or such Paying Agent; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to Any money deposited with the applicable requirements of abandoned property lawsTrustee or any Paying Agent, any money or then held by any Paying Agent the Issuer, in trust for the payment of any amount due with respect to the principal of or interest on any Bond and remaining unclaimed for two six years after such amount has become due and payable shall be discharged from such trust and, unless otherwise provided in the related Terms Indenture, Payment Date shall be paid to the Issuer on Issuer Request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money (but only to the extent of the amounts so paid to the Issuer), and all liability of the Issuer or such Paying Agent with respect to such trust money as trustee thereof, shall thereupon cease; provided provided, however, that the Issuer Trustee or such Paying Agent shall Agent, before being required to make any such release of payment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, New York and in the city in which the Corporate Trust Office Issuer's office is then locatedlocated pursuant to Section 9.01, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid repaid to the Issuer (Issuer. The Trustee may also adopt and employ, at the cost expense of the Issuer, any other reasonable means of notification of such publication to be paid out release of payment (including, but not limited to, mailing notice of such unclaimed release to Holders whose Bonds have been called but have not been surrendered for redemption or whose right to or interest in funds ordue and payable but not claimed is determinable from the records of any Paying Agent, if that is prohibited by law, by at the Issuerlast address of record of each such Holder).

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable with respect to If the Company shall at any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the Indenture Trustee or another time act as its own Paying Agent, andit will, except as provided on or before each due date of the principal of (and premium, if any) or interest on any of the Bonds, segregate and hold in trust for the related Terms Indenturebenefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, no amounts if any) or interest so withdrawn from a Bond Account for payments of Bonds becoming due until such sums shall be paid over to such persons or otherwise disposed of as herein provided, and will promptly notify the Issuer except as provided in this Section 3.03 Trustee of its action or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect failure so to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Seriesact. Whenever the Issuer Company shall have one or more Paying Agents, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g))will, on or before each due date of the Business Day next preceding each Payment Dateprincipal of (and premium, Redemption Date and Special Redemption Date for each Seriesif any) or interest on any Bonds, an aggregate deposit with a Paying Agent a sum sufficient to pay the amounts then principal (and premium, if any) or interest, so becoming due with respect to the Bonds of such Seriesdue, such sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled theretoto such principal, (and premium, if any) or interest, and (unless such Paying Agent is the Indenture Trustee) the Issuer Company will promptly notify the Indenture Trustee of its action or failure so to act. Any monies deposited with a The Company will cause each Paying Agent, Agent other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees)Trustee, subject to the provisions of this Section 3.03Section, that such Paying Agent will: (i1) hold all sums received held by it for the payment of principal of (and premium, if any) or interest on Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (ii2) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer Company (or any other obligor upon the Bonds) in the making of any such payment required to be made with respect to any Series for which it is acting as Paying Agent;of principal (and premium, if any) or interest on the Bonds; and (iii3) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the successor Paying Agent all sums held by it in trust for the payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by the Company or such Paying Agent; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such moneymonies. Subject to Any monies deposited with the applicable requirements of abandoned property lawsTrustee or any Paying Agent, any money or then held by any Paying Agent the Company, in trust for the payment of any amount due with respect to the principal of (and premium, if any) or interest on any Bond and remaining unclaimed for two five (5) years after such amount principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust and, unless otherwise provided in the related Terms Indenture, shall be paid to the Issuer on Issuer Requesttrust; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer Company for payment thereof (but only to the extent of the amounts so paid to the Issuer)thereof, and all liability of the Issuer Trustee or such Paying Agent with respect to such trust money money, and all liability of the Company as trustee thereof, shall thereupon cease; provided provided, however, that the Issuer Trustee or such Paying Agent shall Agent, before being required to make any such repayment, may at the Company's sole option and at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York and Phoenix, Arizona or, if different, in the city in which the Corporate Trust Office is then locatedPlace of Payment, notice that such money monies remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid repaid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer)Company.

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made series, or any Tranche thereof, it shall, on behalf or before each due date of the Issuer by principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the Indenture Trustee benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or another Paying Agent, and, except as provided in the related Terms Indenture, no amounts interest so withdrawn from a Bond Account for payments of Bonds becoming due until such sums shall be paid over to the Issuer except such Persons or otherwise disposed of as provided in this Section 3.03 or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Orderherein provided. The Issuer Company shall not appoint promptly notify the Trustee of any Paying Agent that does notfailure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, at the time of if any, or interest, if any, on such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such SeriesBonds. Whenever the Issuer Company shall have one or more Paying AgentsAgents for the Bonds of any series, or any Tranche thereof, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g))shall, on or before each due date of the Business Day next preceding each Payment Dateprincipal of and premium, Redemption Date if any, and Special Redemption Date for each Seriesinterest, an aggregate sum if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the amounts then principal and premium or interest so becoming due with respect to the Bonds of such Seriesdue, such sum sums to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled theretoto such principal, premium or interest, and (unless such Paying Agent is the Indenture Trustee) the Issuer will Company shall promptly notify the Indenture Trustee of its action or any failure by it so to act. Any monies deposited with a Upon their appointment as Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Indenture Company or the Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees)Trustee, subject to the provisions of this Section 3.03Section, that such Paying Agent willshall: (ia) hold all sums received held by it for the payment of the principal of and premium, if any, or interest, if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (iib) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default failure by the Issuer in the making of Company (or any other obligor upon such Bonds) to make any payment required to be made with respect to any Series for which it is acting as Paying Agent;of principal of or premium, if any, or interest, if any, on such Bonds; and (iiic) at any time during the continuance of any such defaultfailure, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay furnish to the successor Paying Agent all sums held by Trustee such information as it in trust for possesses regarding the payment names and addresses of Bonds if the Persons entitled to such sums. The Company may at any time it ceases to meet the standards required to be met pay, or by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Company Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by the Company or such Paying AgentAgent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IX; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to the Unless otherwise prescribed by applicable requirements of abandoned property lawslaw, any money deposited with the Trustee or any Paying Agent, or then held by any Paying Agent the Company, in trust for the payment of any amount due with respect to the principal of and premium, if any, or interest, if any, on any Bond and remaining unclaimed for two years after such amount principal and premium, if any, or interest, if any, has become due and payable shall be paid to the Company on Company Request, or, if then held by the Company, shall be discharged from such trust without further action by the Company, Trustee or any Paying Agent; and, unless otherwise provided in the related Terms Indentureupon such payment or discharge, shall be paid to the Issuer on Issuer Request; and the Holder of such Bond shall thereaftershall, as an unsecured general creditorcreditor and not as the Holder of an Outstanding Bond, look only to the Issuer Company for payment thereof (but only to the extent of the amounts amount so paid to the Issuer)due and payable and remaining unpaid, and all liability of the Issuer Trustee or such Paying Agent with respect to such trust money money, and all liability of the Company as trustee thereof, shall thereupon cease; provided provided, however, that the Issuer Trustee or such Paying Agent shall Agent, before being required to make any such payment to the Company, shall, upon receipt of a Company Request and at the expense of the Company, cause to be published oncemailed, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York and in the city in which the Corporate Trust Office is then locatedone occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 thirty (30) days from the date of such publicationmailing, any unclaimed balance of such money then remaining will be paid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer)Company.

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable (a) If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made series, or any Tranche thereof, it shall, on behalf or before each due date of the Issuer by principal of and premium, if any, or interest, if any, on any of such Bonds, segregate and hold in trust for the Indenture Trustee benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or another Paying Agent, and, except as provided in the related Terms Indenture, no amounts interest so withdrawn from a Bond Account for payments of Bonds becoming due until such sums shall be paid over to the Issuer except such Persons or otherwise disposed of as herein provided in this Section 3.03 or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered promptly notify the instrument provided for in the second following paragraph Trustee of its action or failure so to act. (iiib) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Series. Whenever the Issuer Company shall have one or more Paying AgentsAgents for the Bonds of any series, or any Tranche thereof, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g))shall, on or before each due date of the Business Day next preceding each Payment Dateprincipal of and premium, Redemption Date and Special Redemption Date for each Seriesif any, an aggregate sum or interest, if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the amounts then principal and premium or interest so becoming due with respect to the Bonds of such Seriesdue, such sum sums to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled theretoto such principal, premium or interest, and (unless such Paying Agent is the Indenture Trustee) the Issuer will Company shall promptly notify the Indenture Trustee of its action or failure failure, so to act. Any monies deposited with a Anything herein to the contrary notwithstanding, the Company hereby appoints the Trustee as initial Paying AgentAgent for the Bonds of all series. (c) The Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees)Trustee, subject to the provisions of this Section 3.03Section, that such Paying Agent willshall: (i) hold all sums received held by it for the payment of the principal of and premium, if any, or interest, if any, on the Bonds of such series or Tranche in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (ii) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer Company (or any other obligor upon the Bonds of such series) in the making of any payment required to be made with respect to any Series for which it is acting as Paying Agent;of principal of and premium, if any, or interest, if any, on the Bonds of such series or Tranche; and (iii) at any time during the continuance of any such default, default upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sums. (ivd) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the successor Paying Agent all sums held by it in trust for the payment of Bonds if The Company may at any time it ceases to meet the standards required to be met pay, or by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Company Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by the Company or such Paying AgentAgent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article IX; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. . (e) Subject to the applicable requirements of laws regarding abandoned property lawsproperty, any money deposited with the Trustee (other than money held under the provisions of Article IX) or any Paying Agent, or then held by any Paying Agent the Company, in trust for the payment of any amount due with respect to the principal of and premium, if any, or interest, if any, on any Bond and remaining unclaimed for two years after such amount principal and premium, if any, or interest, if any, has become due and payable shall be paid to the Company on Company Request, or, if then held by the Company, shall be discharged from such trust and, unless otherwise provided in the related Terms Indenture, shall be paid to the Issuer on Issuer Requesttrust; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer Company for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Issuer Trustee or such Paying Agent with respect to such trust money money, and all liability of the Company as trustee thereof, shall thereupon cease; provided provided, however, that the Issuer Trustee or such Paying Agent shall Agent, before being required to make any such payment to the Company, may at the expense of the Company cause to be published oncemailed, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York and in the city in which the Corporate Trust Office is then locatedone occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 thirty (30) days from the date of such publicationmailing, any unclaimed balance of such money then remaining will be paid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer)Company.

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable with respect to any Bonds which that are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b8.02(c) or Section 5.07 shall be made on behalf of the Issuer by the Indenture Trustee or another Paying Agent, and, except as provided in the related Terms Indenture, and no amounts so withdrawn from a the Bond Account for payments of Bonds shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or as provided in Section 5.06 5.07 or 8.02 (andSection 8.02. With respect to Definitive Bonds, if the Issuer shall have a Paying Agent that is not also the Bond Registrar, such Bond Registrar shall furnish, no later than the fifth calendar day after each Record Date, a list, in either such caseform as such Paying Agent may reasonably require, of the related Terms Indenturenames and addresses of the Holders of Bonds and of the number of Individual Bonds held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee, it will, on or before the Business Day next preceding each Payment Date direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such purpose in the Bond Account), such sum to be held in trust for the benefit of the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess of an amount sufficient to pay the amounts then becoming due on the Bonds with respect to which such deposit was made shall, upon Issuer Order, be paid over by such Paying Agent to the Indenture Trustee for application in accordance with Article VIII. Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer OrderOrder and at the expense of the Issuer. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) that does is not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect a depository institution or trust company whose obligations would be Permitted Investments pursuant to any Series, either clause (ic) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Series. Whenever the Issuer shall have one or more Paying Agents, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g)), on or before the Business Day next preceding each Payment Date, Redemption Date and Special Redemption Date for each Series, an aggregate sum sufficient to pay the amounts then becoming due with respect to the Bonds of such Series, such sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is definition of the Indenture Trustee) the Issuer will promptly notify the Indenture Trustee of its action or failure so to act. Any monies deposited with a Paying Agent, other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIIIterm Permitted Investments. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03Section, that such Paying Agent will: (i1) allocate all sums received for payment to the Holders of Bonds on each Payment Date among such Holders in the proportion specified in the applicable Payment Date Statement, in each case to the extent permitted by applicable law; (2) hold all sums received held by it for the payment of amounts due with respect to the Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (ii) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer in the making of any payment required to be made with respect to any Series for which it is acting as Paying Agent; (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv3) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the successor Paying Agent Indenture Trustee all sums held by it in trust for the payment of the Bonds if at any time it the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (4) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any Default by the Issuer (or any other obligor upon the Bonds) in the making of any payment required to be made with respect to any Bonds for which it is acting as Paying Agent; (5) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; and (v6) comply with all requirements imposed upon it under of the Code Code, and all regulations thereunder, with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Bonds, the Issuer has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to the applicable requirements of abandoned property laws, any Any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Bond and remaining unclaimed for two and one-half years after such amount has become due and payable to the Holder of such Bond (or if earlier, three months before the date on which such amount would escheat to a governmental entity under applicable law) shall be discharged from such trust and, unless otherwise provided in the related Terms Indenture, shall be and paid to the Issuer on Issuer RequestIssuer; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Issuer Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided however. The Indenture Trustee may adopt and employ, that at the Issuer expense of the Issuer, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Bonds have been called but have not been surrendered for redemption or such Paying Agent shall cause whose right to be published once, or interest in a newspaper published in the English language, customarily published on each Business Day moneys due and of general circulation in the City of New York and in the city in which the Corporate Trust Office payable but not claimed is then located, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days determinable from the date records of the Indenture Trustee or any Agent, at the last address of record for each such publication, any unclaimed balance of such money then remaining will be paid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the IssuerHolder).

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made series, or any Tranche thereof, it shall, on behalf or before each due date of the Issuer by principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the Indenture Trustee benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or another Paying Agent, and, except as provided in the related Terms Indenture, no amounts interest so withdrawn from a Bond Account for payments of Bonds becoming due until such sums shall be paid over to the Issuer except such Persons or otherwise disposed of as provided in this Section 3.03 or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Orderherein provided. The Issuer Company shall not appoint promptly notify the Trustee of any Paying Agent that does notfailure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, at the time of if any, or interest, if any, on such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such SeriesBonds. Whenever the Issuer Company shall have one or more Paying AgentsAgents for the Bonds of any series, or any Tranche thereof, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g))shall, on or before each due date of the Business Day next preceding each Payment Dateprincipal of and premium, Redemption Date if any, and Special Redemption Date for each Seriesinterest, an aggregate sum if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the amounts then principal and premium or interest so becoming due with respect to the Bonds of such Seriesdue, such sum sums to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled theretoto such principal, premium or interest, and (unless such Paying Agent is the Indenture Trustee) the Issuer will Company shall promptly notify the Indenture Trustee of its action or any failure by it so to act. Any monies deposited with a Upon their appointment as Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, or any Tranche thereof, other than the Indenture Company or the Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees)Trustee, subject to the provisions of this Section 3.03Section, that such Paying Agent willshall: (ia) hold all sums received held by it for the payment of the principal of and premium, if any, or interest, if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (iib) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default failure by the Issuer in the making of Company (or any other obligor upon such Bonds) to make any payment required to be made with respect to any Series for which it is acting as Paying Agent;of principal of or premium, if any, or interest, if any, on such Bonds; and (iiic) at any time during the continuance of any such defaultfailure, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay furnish to the successor Paying Agent all sums held by Trustee such information as it in trust for possesses regarding the payment names and addresses of Bonds if the Persons entitled to such sums. The Company may at any time it ceases to meet the standards required to be met pay, or by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Company Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by the Company or such Paying AgentAgent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article VIII; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to the Unless otherwise prescribed by applicable requirements of abandoned property lawslaw, any money deposited with the Trustee or any Paying Agent, or then held by any Paying Agent the Company, in trust for the payment of any amount due with respect to the principal of and premium, if any, or interest, if any, on any Bond and remaining unclaimed for two years after such amount principal and premium, if any, or interest, if any, has become due and payable shall be paid to the Company on Company Request, or, if then held by the Company, shall be discharged from such trust without further action by the Company, Trustee or any Paying Agent; and, unless otherwise provided in the related Terms Indentureupon such payment or discharge, shall be paid to the Issuer on Issuer Request; and the Holder of such Bond shall thereaftershall, as an unsecured general creditorcreditor and not as the Holder of an Outstanding Bond, look only to the Issuer Company for payment thereof (but only to the extent of the amounts amount so paid to the Issuer)due and payable and remaining unpaid, and all liability of the Issuer Trustee or such Paying Agent with respect to such trust money money, and all liability of the Company as trustee thereof, shall thereupon cease; provided provided, however, that the Issuer Trustee or such Paying Agent shall Agent, before being required to make any such payment to the Company, shall, upon receipt of a Company Request and at the expense of the Company, cause to be published oncemailed, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York and in the city in which the Corporate Trust Office is then locatedone occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 thirty (30) days from the date of such publicationmailing, any unclaimed balance of such money then remaining will be paid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer)Company.

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable with respect to any Bonds which that are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b8.02(c) or Section 5.07 shall be made on behalf of the Issuer by the Indenture Trustee or another Paying Agent, and, except as provided in the related Terms Indenture, and no amounts so withdrawn from a the Bond Account for payments of Bonds shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or as provided in Section 5.06 5.07 or 8.02 (andSection 8.02. With respect to Definitive Bonds, if the Issuer shall have a Paying Agent that is not also the Bond Registrar, such Bond Registrar shall furnish, no later than the fifth calendar day after each Record Date, a list, in either such caseform as such Paying Agent may reasonably require, of the related Terms Indenture)names and addresses of the Holders of Bonds and of the number of Individual Bonds held by each such Holder. Any Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Series. Whenever the Issuer shall have one or more Paying AgentsTrustee, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g))will, on or before the Business Day next preceding each Payment Date, Redemption Date and Special Redemption Date for each Series, direct the Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the amounts then becoming due with respect (to the Bonds of extent funds are then available for such Seriespurpose in the Bond Account), such sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Indenture Trustee) the Issuer will promptly notify the Indenture Trustee of its action or failure so to act. Any monies moneys deposited with a Paying Agent, other than the Indenture Trustee, Agent in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall shall, upon Issuer Order, be retained paid over by such Paying Agent or Agents to the Indenture Trustee for application in accordance with Article VIII. Subject to the prior consent of the Bond Insurer, any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order and at the expense of the Issuer. The Issuer will cause each such shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the time of such appointment, a depository institution or trust company whose obligations would be Permitted Investments pursuant to clause (c) of the definition of the term Permitted Investments. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03Section, that such Paying Agent will: (i1) allocate all sums received for payment to the Holders of Bonds on each Payment Date among such Holders in the proportion specified in the applicable Payment Date Statement, in each case to the extent permitted by applicable law; (2) hold all sums received held by it for the payment of amounts due with respect to the Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (ii) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer in the making of any payment required to be made with respect to any Series for which it is acting as Paying Agent; (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv3) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the successor Paying Agent Indenture Trustee all sums held by it in trust for the payment of the Bonds if at any time it the Paying Agent ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment; (4) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any Default by the Issuer (or any other obligor upon the Bonds) in the making of any payment required to be made with respect to any Bonds for which it is acting as Paying Agent; (5) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; and (v6) comply with all requirements imposed upon it under of the Code Code, and all regulations thereunder, with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; provided, however, that with respect to withholding and reporting requirements applicable to original issue discount (if any) on any of the Bonds, the Issuer has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent Agent, if other than the Indenture Trustee, to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to the applicable requirements of abandoned property laws, any Any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Bond and remaining unclaimed for two and one-half years after such amount has become due and payable to the Holder of such Bond (or if earlier, three months before the date on which such amount would escheat to a governmental entity under applicable law) shall be discharged from such trust and, unless otherwise provided in the related Terms Indenture, shall be and paid to the Issuer on Issuer RequestIssuer; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Issuer Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided however. The Indenture Trustee may adopt and employ, that at the Issuer expense of the Issuer, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Bonds have been called but have not been surrendered for redemption or such Paying Agent shall cause whose right to be published once, or interest in a newspaper published in the English language, customarily published on each Business Day moneys due and of general circulation in the City of New York and in the city in which the Corporate Trust Office payable but not claimed is then located, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days determinable from the date records of the Indenture Trustee or any Agent, at the last address of record for each such publication, any unclaimed balance of such money then remaining will be paid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the IssuerHolder).

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable with respect to (a) If the Company shall at any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the Indenture Trustee or another time act as its own Paying Agent, andit shall, except as provided on or before each due date of principal of or interest on any of the Bonds, segregate and hold in trust for the related Terms Indenture, no amounts benefit of the Persons entitled thereto a sum sufficient to pay the principal and interest so withdrawn from a Bond Account for payments of Bonds becoming due until such sums shall be paid over to the Issuer except such Persons or otherwise disposed of as herein provided in this Section 3.03 or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered promptly notify the instrument provided for in the second following paragraph Trustee of its action or failure so to act. (iiib) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Series. Whenever the Issuer Company shall have one or more Paying AgentsAgents for the Bonds, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g))shall, on or before the Business Day next preceding each Payment Datedue date of principal of or interest on any Bonds, Redemption Date and Special Redemption Date for each Series, an aggregate irrevocably deposit with a Paying Agent a sum sufficient to pay the amounts then such principal and interest so becoming due with respect to the Bonds of such Seriesdue, such sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled theretoto such principal or interest, and (unless such Paying Agent is the Indenture Trustee) the Issuer will Company shall promptly notify the Indenture Trustee in writing of its such action or any failure so to act. Any monies deposited with a . (c) Each Paying Agent, other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.034.4, that such Paying Agent willshall: (i) hold all sums received held by it for the payment of principal of or interest on Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay herein; provided, however, such sums to such Persons need not be segregated from other funds held by it, except as herein providedrequired by law; (ii) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee written notice of any default by the Issuer Company, any Guarantor or any other obligor upon the Bonds in the making of any payment required to be made with respect to any Series for which it is acting as Paying Agent;of principal or interest; and (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;. (ivd) if The Company shall cause each Paying Agent (other than the Principal Paying Agent) to execute and deliver an instrument in which such Paying Agent is not shall agree with the Indenture Trustee, immediately resign Trustee to act as a Paying Agent and forthwith pay to the successor Paying Agent all sums held by it in trust for the payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; andaccordance with this Section 4.4. (ve) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by the Company or such Paying Agent; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to sums. (f) Any money deposited with the applicable requirements of abandoned property lawsTrustee or any Paying Agent, any money or then held by any Paying Agent the Company, in trust for the payment of any amount due with respect to principal of or interest on any Bond and remaining unclaimed for two years after such amount principal or interest has become due and payable shall be paid to the Company at the request of the Company, or (if then held by the Company) shall be discharged from such trust and, unless otherwise provided in the related Terms Indenture, shall be paid to the Issuer on Issuer Requesttrust; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer Company for payment thereof (but only to the extent of the amounts so paid to the Issuer)thereof, and all liability of the Issuer Trustee or such Paying Agent with respect to such trust money money, and all liability of the Company as trustee thereof, shall thereupon cease; provided provided, however, that the Issuer Trustee or such Paying Agent shall Agent, before being required to make any such repayment, shall, upon request and at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in (i) the Borough of Manhattan, The City of New York and in (ii) if and so long as the city in which Bonds continue to be listed on the Corporate Trust Office is then locatedEuroMTF Market of the Exchange (and if so required by the Exchange), Luxembourg, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be paid repaid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer)Company.

Money for Bond Payments to Be Held in Trust. All payments Whenever the Issuer shall have one or more Paying Agents, the Trustee will, on each Payment Date or Redemption Date, withdraw from the Collateral Proceeds Account and, if applicable, the Reserve Fund and deposit with such Paying Agent cash in an amount sufficient to pay principal of amounts due and payable or interest on the Bonds with respect to any Bonds which are the related Interest Accrual Period, such sum to be made from amounts withdrawn from held in trust for the related benefit of the Persons entitled to such principal or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Bond Account pursuant Insurer and the Trustee of its action or failure to Section 8.02(b) so act. The initial Paying Agent shall be made on behalf of the Issuer by the Indenture Trustee or another Paying Agent, and, except as provided in the related Terms Indenture, no amounts so withdrawn from a Bond Account for payments of Bonds shall be paid over to the Issuer except as provided in this Section 3.03 or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture)Trustee. Any additional or successor Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does is not, at the time of such appointment, meet a depository institution or trust company incorporated under the qualification laws of the United States of America or any state thereof and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Series. Whenever the Issuer shall have one or more Paying Agents, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g)), on supervision and examination by federal or before the Business Day next preceding each Payment Date, Redemption Date and Special Redemption Date for each Series, an aggregate sum sufficient to pay the amounts then becoming due with respect to the Bonds of such Series, such sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Indenture Trustee) the state banking authorities. The Issuer will promptly notify the Indenture Trustee of its action or failure so to act. Any monies deposited with a cause each Paying Agent, other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees)Trustee, subject to the provisions of this Section 3.03Section, that such Paying Agent will: (i1) hold all sums received amounts held by it for the payment of principal of or interest on the Bonds in trust for the benefit of the Persons entitled thereto until such sums amounts shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums amounts to such Persons as herein provided; (ii2) if such Paying Agent is not the Indenture Trustee, give the Indenture Bond Insurer and the Trustee notice of any default Default by the Issuer (or any other obligor upon the Bonds) in the making of any payment required to be made with respect to any Series for which it is acting as Paying Agent;of principal or interest; and (iii3) at any time during the continuance of any such defaultDefault, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums amounts so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the successor Paying Agent all sums held by it in trust for the payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums amounts held in trust by the Issuer or such Paying Agent, such sums amounts to be held by the Indenture Trustee upon the same trust trusts as those upon which the sums such amounts were held by the Issuer or such Paying Agent; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to Any money deposited with the applicable requirements of abandoned property lawsTrustee or any Paying Agent, any money or then held by any Paying Agent the Issuer, in trust for the payment of any amount due with respect to the principal of or interest on any Bond and remaining unclaimed for two six years after such amount has become due and payable shall be discharged from such trust and, unless otherwise provided in the related Terms Indenture, Payment Date shall be paid to the Issuer on Issuer Request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money (but only to the extent of the amounts so paid to the Issuer), and all liability of the Issuer or such Paying Agent with respect to such trust money as trustee thereof, shall thereupon cease; provided provided, however, that the Issuer Trustee or such Paying Agent shall Agent, before being required to make any such release of payment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, New York and in the city in which the Corporate Trust Office Issuer's office is then locatedlocated pursuant to Section 9.01, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid repaid to the Issuer (Issuer. The Trustee may also adopt and employ, at the cost expense of the Issuer, any other reasonable means of notification of such publication to be paid out release of payment (including, but not limited to, mailing notice of such unclaimed release to Holders whose Bonds have been called but have not been surrendered for redemption or whose right to or interest in funds ordue and payable but not claimed is determinable from the records of any Paying Agent, if that is prohibited by law, by at the Issuerlast address of record of each such Holder).

Money for Bond Payments to Be Held in Trust. All payments Subject to the provisions of amounts due and payable with respect to any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made on behalf of 6.05, if applicable, if the Issuer by the Indenture Trustee or another shall at any time act as its own Paying Agent, andit will, except as provided on or before each Payment Date, Redemption Date or Special Redemption Date for a Series of Bonds, segregate and hold in trust for the related Terms Indenture, no amounts benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so withdrawn from a Bond Account for payments of Bonds becoming due until such sums shall be paid over to such Persons or otherwise disposed of as herein provided, and will promptly notify the Issuer except as provided in this Section 3.03 Trustee of its action or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect failure so to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Seriesact. Whenever the Issuer shall have one or more Paying Agents, it the Issuer will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g)), on or before the Business Day next preceding each Payment Date, Redemption Date and Date, Special Redemption Date or other date of payment for each Seriesa Series of Bonds, an aggregate deposit with such Paying Agent a sum sufficient to pay the amounts then principal or interest so becoming due with respect (to the Bonds of extent funds are then available for such Seriespurposes), such sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled theretoto such principal or interest, and (unless such Paying Agent is the Indenture Trustee) , the Issuer will promptly notify the Indenture Trustee of its it action or failure so to act. Any monies deposited with a Paying Agent, other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees)Trustee, subject to the provisions of this Section 3.03Section, that such Paying Agent will: (i1) hold all sums received held by it for the payment of principal of or interest on the Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (ii2) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer for any other obligor upon the Bonds) in the making of any payment required to be made with respect to any Series for which it is acting as Paying Agent;of principal or interest; and (iii3) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the successor Paying Agent all sums held by it in trust for the payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Standard Provisions Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by the Issuer or such Paying Payment Agent; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to Any money deposited with the applicable requirements of abandoned property laws, any money held by Trustee or any Paying Agent or then held by the Issuer, in trust for the payment of any amount due with respect to the principal of or interest on any Bond and remaining unclaimed for two six years after such amount principal or interest has become due and payable shall be discharged from such trust and, unless otherwise provided in the related Terms Indenture, shall be paid to the Issuer on Issuer upon the Issuer's Request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money (but only to the extent of the amounts so paid to the Issuer), and all liability of the Issuer or such Paying Agent as trustee with respect to such trust money money, shall thereupon cease; provided provided, however, that the Issuer Trustee or such Paying Agent shall Agent, before being required to make any such release of payment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York and in the city in which the Corporate Trust Office is then located, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from after the date of such publication, any unclaimed balance of such money then remaining will be paid repaid to the Issuer (Issuer. The Trustee may also adopt and employ, at the cost expense of the Issuer, any other reasonable means of notification of such publication to be paid out release of payment (including, but not limited to, mailing notice of such unclaimed funds orrelease to Holders whose Bonds have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of any Paying Agent, if that is prohibited by law, by at the Issuerlast address of record for each such Holder).

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable with respect to If the Depositor shall at any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the Indenture Trustee or another time act as its own Paying Agent, andit will, except as provided on or before each Payment Date, Redemption Date or Special Redemption Date for a Series of Bonds, segregate and hold in trust for the related Terms Indenture, no amounts benefit of the Person entitled thereto a sum sufficient to pay the principal or interest so withdrawn from a Bond Account for payments of Bonds becoming due until such sums shall be paid over to such Persons or otherwise disposed of as herein provided, and will promptly notify the Issuer except as provided in this Section 3.03 Trustee of its action or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect failure so to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Seriesact. Whenever the Issuer Depositor shall have one or more Paying Agents, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g))the Trustee will, on or before the Business Day next preceding each Payment Date, Redemption Date and or Special Redemption Date for each Seriesa Series of Bonds, deposit with such Paying Agent cash, Certificates of Deposit or a Letter of Credit in an aggregate sum amount sufficient to pay the amounts then principal or interest so becoming due with respect (to the Bonds of extent funds are then available for such Seriespurposes), such sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled theretoto such principal or interest, and (unless such Paying Agent is the Indenture Trustee) the Issuer Depositor will promptly notify the Indenture Trustee of its action or failure so to act. Any monies deposited with a The Depositor will cause each Paying Agent, other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees)Trustee, subject to the provisions of this Section 3.03Section, that such Paying Agent will: (i1) hold all sums received held by it for the payment of principal of or interest on the Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (ii2) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Depositor (or any other obligor upon the Bonds) in the making of any payment required to be made with respect to any Series for which it is acting as Paying Agent;of principal or interest; and (iii3) at any time during the continuance of any such defaultDefault, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the successor Paying Agent all sums held by it in trust for the payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer Depositor may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Depositor Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums held in trust by the Depositor or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by the Depositor or such Paying Agent; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to Any money deposited with the applicable requirements of abandoned property lawsTrustee or any Paying Agent, any money or then held by any Paying Agent the Depositor, in trust for the payment of any amount due with respect to the principal of or interest on any Bond and remaining unclaimed for two [______] years after such amount principal or interest has become due and payable to the Holder of such Bond (or if earlier, [____ months] before the date on which such amount would escheat to a governmental entity under applicable law) shall be discharged from such trust and, unless otherwise provided in the related Terms Indenture, shall be and paid to the Issuer on Issuer RequestDepositor; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer Depositor for payment thereof thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money (but only to the extent of the amounts so paid to the IssuerDepositor), and all liability of the Issuer or such Paying Agent with respect to such trust money Depositor as trustee thereof, shall thereupon cease; provided provided, however, that the Issuer Trustee or such Paying Agent shall Agent, before being required to make any such release of payment, may at the expense of the Depositor cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, New York and in the city in which the Corporate Trust Office is then located, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days [___ days] from the date of such publication, any unclaimed balance of such money then remaining will be paid repaid to the Issuer (Depositor. The Trustee may adopt and employ, at the cost expense of the Depositor, any reasonable means of notification of such publication to be paid out release of payment (including, but not limited to, mailing notice of such unclaimed funds orrelease to Holders whose Bonds have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Trustee or any Paying Agent, if that is prohibited by law, by at the Issuerlast address of record of each such Holder).

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable with respect to any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the Indenture Trustee or another Paying Agent, and, except as provided in the related Terms Indenture, no amounts so withdrawn from a Bond Account for payments of Bonds shall be paid over to the Issuer except as provided in this Section 3.03 or as provided in Section 5.06 or and 8.02 (and, in either such case, and the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Series. Whenever the Issuer shall have one or more Paying Agents, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g)), on or before the Business Day next preceding each Payment Date, Redemption Date and Special Redemption Date for each Series, an aggregate sum sufficient to pay the amounts then becoming due with respect to the Bonds of such Series, such sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Indenture Trustee) the Issuer will promptly notify the Indenture Trustee of its action or failure so to act. Any monies deposited with a Paying Agent, other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will: (i) hold all sums received by it for the payment of Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (ii) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer in the making of any payment required to be made with respect to any Series for which it is acting as Paying Agent; (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the successor Paying Agent all sums held by it in trust for the payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to the applicable requirements of abandoned property laws, any money held by any Paying Agent in trust for the payment of any amount due with respect to any Bond and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and, unless otherwise provided in the related Terms Indenture, shall be paid to the Issuer on Issuer Request; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Issuer or such Paying Agent with respect to such trust money shall thereupon cease; provided however, that the Issuer or such Paying Agent shall cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York and in the city in which the Corporate Trust Office is then located, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer).

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable with respect to If the Depositor shall at any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the Indenture Trustee or another time act as its own Paying Agent, andit will, except as provided on or before each Payment Date, Redemption Date or Special Redemption Date for a Series of Bonds, segregate and hold in trust for the related Terms Indenture, no amounts benefit of the Person entitled thereto a sum sufficient to pay the principal or interest so withdrawn from a Bond Account for payments of Bonds becoming due until such sums shall be paid over to such Persons or otherwise disposed of as herein provided, and will promptly notify the Issuer except as provided in this Section 3.03 Trustee of its action or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect failure so to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Seriesact. Whenever the Issuer Depositor shall have one or more Paying Agents, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g))the Trustee will, on or before the Business Day next preceding each Payment Date, Redemption Date and or Special Redemption Date for each Seriesa Series of Bonds, deposit with such Paying Agent cash, Certificates of Deposit or a Letter of Credit in an aggregate sum amount sufficient to pay the amounts then principal or interest so becoming due with respect (to the Bonds of extent funds are then available for such Seriespurposes), such sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled theretoto such principal or interest, and (unless such Paying Agent is the Indenture Trustee) the Issuer Depositor will promptly notify the Indenture Trustee of its action or failure so to act. Any monies deposited with a The Depositor will cause each Paying Agent, other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees)Trustee, subject to the provisions of this Section 3.03Section, that such Paying Agent will: (i1) hold all sums received held by it for the payment of principal of or interest on the Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (ii2) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default Default by the Issuer Depositor (or any other obligor upon the Bonds) in the making of any payment required to be made with respect to any Series for which it is acting as Paying Agent;of principal or interest; and (iii3) at any time during the continuance of any such defaultDefault, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the successor Paying Agent all sums held by it in trust for the payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer Depositor may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Depositor Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums held in trust by the Depositor or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by the Depositor or such Paying Agent; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to Any money deposited with the applicable requirements of abandoned property lawsTrustee or any Paying Agent, any money or then held by any Paying Agent the Depositor, in trust for the payment of any amount due with respect to the principal of or interest on any Bond and remaining unclaimed for two and one-half years after such amount principal or interest has become due and payable to the Holder of such Bond (or if earlier, three months before the date on which such amount would escheat to a governmental entity under applicable law) shall be discharged from such trust and, unless otherwise provided in the related Terms Indenture, shall be and paid to the Issuer on Issuer RequestDepositor; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer Depositor for payment thereof thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money (but only to the extent of the amounts so paid to the IssuerDepositor), and all liability of the Issuer or such Paying Agent with respect to such trust money Depositor as trustee thereof, shall thereupon cease; provided provided, however, that the Issuer Trustee or such Paying Agent shall Agent, before being required to make any such release of payment, may at the expense of the Depositor cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, New York and in the city in which the Corporate Trust Office is then located, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid repaid to the Issuer (Depositor. The Trustee may adopt and employ, at the cost expense of the Depositor, any reasonable means of notification of such publication to be paid out release of payment (including, but not limited to, mailing notice of such unclaimed funds orrelease to Holders whose Bonds have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Trustee or any Paying Agent, if that is prohibited by law, by at the Issuerlast address of record of each such Holder).

Money for Bond Payments to Be Held in Trust. All payments of (1) The Company hereby appoints the Trustee as the initial Paying Agent for amounts due and payable with respect on the Bonds. The Company may appoint any other Person to any Bonds which are act as Paying Agent to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made on behalf perform all functions of the Issuer by the Indenture Trustee or another Paying Agent, and, except as provided in the related Terms Agent under this Indenture, no amounts so withdrawn from a Bond Account for payments of Bonds shall be paid over as fully to the Issuer except all intents and purposes as provided in this Section 3.03 or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be though the Paying Agent for has been expressly authorized to perform such Seriesfunctions. Whenever the Issuer Company shall have one or more Paying Agents, it will deliver the Trustee shall, prior to each due date of the principal of or contract to have delivered to any premium or interest on any Bonds, deposit with such Paying Agent or Agents (subject to Section 2.07(g)), on or before the Business Day next preceding each Payment Date, Redemption Date and Special Redemption Date for each Series, an aggregate a sum sufficient to pay the amounts then becoming due with respect to the Bonds of such Seriesamount, such sum to be deposited held in trust pursuant to this Indenture. If the Bond Account Company shall at any time act as its own Paying Agent with respect to the Bonds, it shall, on or before each due date of the principal of or any premium or interest on any of the Bonds, segregate and held hold in trust for the benefit of the Persons entitled thereto, thereto the proceeds deposited with it pursuant to the preceding paragraph until such sums shall be paid to such Persons or otherwise disposed of as in this Indenture provided and (unless such Paying Agent is the Indenture Trustee) the Issuer will promptly notify the Indenture Trustee and the Insurer (so long as no Insurer Default has occurred and in continuing) of its action or failure so to act. Any monies deposited with a The Company shall cause each Paying Agent, Agent other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees)Trustee, subject to the provisions of this Section 3.0311.03, that such Paying Agent will: will (i) comply with the provisions of this Indenture applicable to it as a Paying Agent; (ii) hold all sums received held by it for the payment of amounts due with respect to the Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein in this Indenture provided and will pay such sums to such Persons as herein in this Indenture provided; ; (iiiii) if such Paying Agent is not give the Indenture Trustee, give with a copy to the Indenture Trustee Insurer (so long as no Insurer Default has occurred and in continuing), prompt notice of any default by the Issuer Company of which it has actual knowledge in the making of any payment required to be made with respect to any Series for which it is acting as Paying Agent; the Bonds; and (iiiiv) at any time during the continuance of any such defaultdefault by the Company (or any other obligor upon the Bonds) in the making of any payment in respect of the Bonds, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the successor Paying Agent all sums held by it in trust for the payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewithsuch. The Issuer Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by the Company or such Paying Agent; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to . (2) Any money deposited by the applicable requirements of abandoned property lawsCompany with the Trustee, or deposited with any money Paying Agent, or then held by any Paying Agent the Company, in trust for the payment of the principal of or any amount due with respect to Optional Redemption Price or interest on any Bond Bonds and remaining unclaimed for until the later of (i) two years after such amount principal, the Optional Redemption Price or interest has become due and payable shall be discharged from such trust andand (ii) the termination of the Policy, unless otherwise provided in the related Terms Indenturewhether on its terms or otherwise, shall be paid to the Issuer Company on Issuer Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer Company for payment thereof (but only to the extent of the amounts so paid to the Issuer)thereof, and all liability of the Issuer Trustee or such Paying Agent with respect to such trust money money, and all liability of the Company as trustee thereof, shall thereupon cease; provided however, that the Issuer Trustee or such Paying Agent shall before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the The City of New York and in the city in which the Corporate Trust Office is then locatedYork, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid repaid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer)Company.

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made series, it shall, on behalf or before each due date of the Issuer by principal of and premium, if any, and interest, if any, on any of such Bonds, segregate and hold in trust for the Indenture Trustee benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or another Paying Agent, and, except as provided in the related Terms Indenture, no amounts interest so withdrawn from a Bond Account for payments of Bonds becoming due until such sums shall be paid over to the Issuer except such Persons or otherwise disposed of as provided in this Section 3.03 or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Orderherein provided. The Issuer Company shall not appoint promptly notify the Trustee of any Paying Agent that does notfailure by the Company (or any other obligor on such Bonds) to make any payment of principal of or premium, at the time of if any, or interest, if any, on such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such SeriesBonds. Whenever the Issuer Company shall have one or more Paying AgentsAgents for the Bonds of any series, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g))shall, on or before each due date of the Business Day next preceding each Payment Dateprincipal of and premium, Redemption Date if any, and Special Redemption Date for each Seriesinterest, an aggregate sum if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the amounts then principal and premium or interest so becoming due with respect to the Bonds of such Seriesdue, such sum sums to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled theretoto such principal, premium or interest, and (unless such Paying Agent is the Indenture Trustee) the Issuer will Company shall promptly notify the Indenture Trustee of its action or any failure by it so to act. Any monies deposited with a Upon their appointment as Paying Agent, the Company shall cause each Paying Agent for the Bonds of any series, other than the Indenture Company or the Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees)Trustee, subject to the provisions of this Section 3.03Section, that such Paying Agent willshall: (ia) hold all sums received held by it for the payment of the principal of and premium, if any, or interest, if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (iib) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default failure by the Issuer in the making of Company (or any other obligor upon such Bonds) to make any payment required to be made with respect to any Series for which it is acting as Paying Agent;of principal of or premium, if any, or interest, if any, on such Bonds; and (iiic) at any time during the continuance of any such defaultfailure, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay furnish to the successor Paying Agent all sums held by Trustee such information as it in trust for possesses regarding the payment names and addresses of Bonds if the Persons entitled to such sums. The Company may at any time it ceases to meet the standards required to be met pay, or by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Company Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by the Company or such Paying AgentAgent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article VIII; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to the Unless otherwise prescribed by applicable requirements of abandoned property lawslaw, any money deposited with the Trustee or any Paying Agent, or then held by any Paying Agent the Company, in trust for the payment of any amount due with respect to the principal of and premium, if any, or interest, if any, on any Bond and remaining unclaimed for two years after such amount principal and premium, if any, or interest, if any, has become due and payable shall be paid to the Company on Company Request, or, if then held by the Company, shall be discharged from such trust without further action by the Company, Trustee or any Paying Agent; and, unless otherwise provided in the related Terms Indentureupon such payment or discharge, shall be paid to the Issuer on Issuer Request; and the Holder of such Bond shall thereaftershall, as an unsecured general creditorcreditor and not as the Holder of an Outstanding Bond, look only to the Issuer Company for payment thereof (but only to the extent of the amounts amount so paid to the Issuer)due and payable and remaining unpaid, and all liability of the Issuer Trustee or such Paying Agent with respect to such trust money money, and all liability of the Company as trustee thereof, shall thereupon cease; provided provided, however, that the Issuer Trustee or such Paying Agent shall Agent, before being required to make any such payment to the Company, shall, upon receipt of a Company Request and at the expense of the Company, cause to be published oncemailed, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York and in the city in which the Corporate Trust Office is then locatedone occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 thirty (30) days from the date of such publicationmailing, any unclaimed balance of such money then remaining will be paid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer)Company.

Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable with respect to If the Company shall at any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the Indenture Trustee or another time act as its own Paying Agent, andit shall, except as provided on or before each due date of principal of or interest on any of the Bonds, segregate and hold in trust for the related Terms Indenture, no amounts benefit of the Persons entitled thereto a sum sufficient to pay the principal and interest so withdrawn from a Bond Account for payments of Bonds becoming due until such sums shall be paid over to the Issuer except such Persons or otherwise disposed of as herein provided in this Section 3.03 or as provided in Section 5.06 or 8.02 (and, in either such case, the related Terms Indenture). Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, with respect to any Series, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered promptly notify the instrument provided for in the second following paragraph Trustee of its action or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been failure so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent for such Seriesto act. Whenever the Issuer Company shall have one or more Paying AgentsAgents for the Bonds, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g))shall, on or before the Business Day next preceding each Payment Datedue date of principal of or interest on any Bonds, Redemption Date and Special Redemption Date for each Series, an aggregate irrevocably deposit with a Paying Agent a sum sufficient to pay the amounts then such principal and interest so becoming due with respect to the Bonds of such Seriesdue, such sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled theretoto such principal or interest, and (unless such Paying Agent is the Indenture Trustee) the Issuer will Company shall promptly notify the Indenture Trustee in writing of its such action or any failure so to act. Any monies deposited with a Each Paying Agent, other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.034.3, that such Paying Agent willshall: (i) hold all sums received held by it for the payment of principal of or interest on Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay herein; provided, however, such sums to such Persons need not be segregated from other funds held by it, except as herein providedrequired by law; (ii) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee written notice of any default by the Issuer Company, any of the Guarantors or any other obligor upon the Bonds in the making of any payment required to be made with respect to any Series for which it is acting as Paying Agent;of principal or interest; and (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; . The Company shall cause each Paying Agent (ivother than the Principal Paying Agent and the Luxembourg Paying Agent) if to execute and deliver an instrument in which such Paying Agent is not shall agree with the Indenture Trustee, immediately resign Trustee to act as a Paying Agent and forthwith pay to the successor Paying Agent all sums held by it in trust for the payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (v) comply accordance with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewiththis Section 4.3. The Issuer Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay pay, to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust trusts as those upon which the such sums were held by the Company or such Paying Agent; and and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such moneysums. Subject to Any money deposited with the applicable requirements of abandoned property lawsTrustee or any Paying Agent, any money or then held by any Paying Agent the Company, in trust for the payment of any amount due with respect to principal of or interest on any Bond and remaining unclaimed for two years after such amount principal or interest has become due and payable shall be paid to the Company at the request of the Company, or (if then held by the Company) shall be discharged from such trust and, unless otherwise provided in the related Terms Indenture, shall be paid to the Issuer on Issuer Requesttrust; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer Company for payment thereof (but only to the extent of the amounts so paid to the Issuer)thereof, and all liability of the Issuer Trustee or such Paying Agent with respect to such trust money money, and all liability of the Company as trustee thereof, shall thereupon cease; provided provided, however, that the Issuer Trustee or such Paying Agent shall Agent, before being required to make any such repayment, shall, upon request and at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in (i) the Borough of Manhattan, The City of New York and in (ii) so long as the city in which Bonds continue to be listed on the Corporate Trust Office is then locatedLuxembourg Stock Exchange (and if so required by the Luxembourg Stock Exchange), Luxembourg, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be paid repaid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer)Company.