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

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will promptly notify the Trustee of such action or any failure so to act. Each Paying Agent, subject to the provisions of this Section 4.03, will: (a) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee notice of any default by the Issuer or each of the Guarantors (or any other obligor upon the Notes) in the making of any payment of principal or interest; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantors, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the Guarantors) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on or interest on any payment in respect of any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay make the principal, premium, if any, or interest payment so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the NotesAgents, it shallwill, on or before prior to each due date of the principal of, premium, if any, on or interest on any payment in respect of any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal of, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such its action or any failure so to act. Each The Company shall cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.033.03, will: that such Paying Agent will (ai) hold all sums held by it for comply with the payment provisions of the principal of or interest on Notes in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee notice continuance of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment in respect of principal or interest; and (c) at any time during the continuance of any such defaultNotes, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment making of the principal payments in respect of or interest on any Note and remaining unclaimed for two years after such principal or interest payment has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the Issuer Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or each as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the GuarantorsTrustee. Any such unclaimed funds held by the Trustee pursuant to this Section 3.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Obligor shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal ofprincipal, premium, if any, on or interest on any series of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto Holders of such series of Notes a sum sufficient to pay the such principal, premium, if any, premium or interest so becoming due until such sums will shall be paid to such Persons Holders of the Notes of such series or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Obligor shall have one or more Paying Agents for the NotesAgents, it shallwill, on or before prior to each due date of the principal ofprincipal, premium, if any, on or interest interest, on any series of Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the such principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Notes of such series entitled to such principal of, or interest, the same and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Obligor will promptly notify the Trustee of such its action or any failure so to act. Each The Obligor will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.039.03, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of principal, premium, if any, or interest interest, on Notes of any series in trust for the benefit of the Persons Holders of the Notes of such series entitled thereto until such sums will shall be paid to such Persons Holders or otherwise disposed of as herein provided; (b2) give the Trustee prompt notice of any default by the Issuer or each of the Guarantors Obligor (or any other obligor upon the NotesNotes of such series) in the making of any such payment of principal principal, premium, if any, or interest, on such Notes; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may Obligor may, at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors Obligor or such Paying AgentAgent or, such if for any other purpose, all sums to be so held in trust by the Issuer or each Obligor in respect of the Guarantors or such Paying Agentall series of Notes, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Obligor or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantors, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the Guarantors) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. If (a) Whenever the Issuer or each of Company shall have a Paying Agent other than the Guarantors shall at any time act as its own Paying AgentTrustee, it shallwill, by Company Order delivered on or before the Business Day next preceding each due date of Payment Date, direct the principal of, premium, if any, Trustee to deposit with such Paying Agent on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto before such Payment Date a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so amounts then becoming due, and the Trustee shall, to the extent it has received such amount from the Company, deposit such amount with the Paying Agent as directed. Such sum to shall be held in trust for the benefit of the Persons entitled to such principal of, or interest, payments. (b) The Company will cause each Paying Agent other than the Trustee to execute and (unless deliver to the Trustee an instrument in which such Paying Agent is shall agree with the Trustee) the Issuer or each of the Guarantors will promptly notify the Trustee of such action or any failure so to act. Each Paying Agent, subject to the provisions of this Section 4.03Section, that such Paying Agent, in acting as Paying Agent, will: (ai) hold all sums held by it for the payment of amounts due with respect to the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided, and pay such sums to such Persons as herein provided; (bii) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal or interestrequired to be made with respect to the Notes; and (ciii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may at any time, for . (c) For the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or the Company may at any time direct by Issuer Company Order direct any Paying Agent to pay, pay to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantors, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the Guarantors) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Account pursuant to Section 8.02(c) or Section 5.07 shall be made on behalf of the Issuer or each of by the Guarantors shall at any time act as its own Paying Agent, and no amounts so withdrawn from the Note Account for payments of Notes shall be paid over to the Issuer under any circumstances except as provided in this Section 3.03 or in Section 5.07 or Section 8.02. With respect to Definitive Notes, if the Issuer shall have a Paying Agent that is not also the Note Registrar, such Note Registrar shall furnish, no later than the fifth calendar day after each Record Date, a list, in such form as such Paying Agent may reasonably require, of the names and addresses of the Holders of Notes and of the number of Individual Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Indenture Trustee, it shallwill, on or before the Business Day next preceding each due date of Payment Date direct the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a Indenture Trustee to deposit with such Paying Agent an aggregate sum sufficient to pay the principal, premium, if any, or interest so amounts then becoming due until (to the extent funds are then available for such sums will be paid to such Persons or otherwise disposed of as herein provided and will promptly notify purpose in the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming dueNote 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 Notes with respect to which such principal ofdeposit was made shall, or interestupon Issuer Order, and (unless be paid over by such Paying Agent is to the Indenture Trustee for application in accordance with Article VIII. Subject to the prior consent of the Note Insurer, any Paying Agent other than the Indenture Trustee may be appointed by Issuer Order and at the expense of the Issuer. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) that is not, at the Issuer time of such appointment, a depository institution or each trust company whose obligations would be Permitted Investments pursuant to clause (c) of the Guarantors definition of the term Permitted Investments. The Issuer will promptly notify cause each Paying Agent other than the Indenture Trustee of to execute and deliver to the Indenture Trustee an instrument in which such action or any failure so to act. Each 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 4.03Section, that such Paying Agent will: (a1) allocate all sums received for payment to the Holders of Notes 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 held by it for the payment of amounts due with respect to the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b3) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of the Notes if at any time 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 Default by the Issuer or each of the Guarantors (or any other obligor upon the Notes) in the making of any payment of principal or interest; andrequired to be made with respect to any Notes for which it is acting as Paying Agent; (c5) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such defaultDefault, 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 (6) comply with all requirements of the Code, and all regulations thereunder, with respect to withholding from any payments made by it on any Notes 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 Notes, the Issuer has provided the calculations pertaining thereto to the Indenture Trustee and the Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to payAgent, if other than the Indenture Trustee, to pay to the Indenture Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any money deposited with held by the Indenture Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantors, Agent in trust for the payment of the principal of or interest on any amount due with respect to any Note and remaining unclaimed for two and one-half years after such principal or interest amount has become due and payable will be paid to the Issuer Holder of such Note (or each of if earlier, three months before the Guarantors at the written request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the Guarantorsdate on which such amount would escheat to a governmental entity under applicable law) will shall be discharged from such trusttrust and paid to the Issuer; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each for payment thereof (but only to the extent of the Guarantors for payment thereofamounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will money shall thereupon cease; provided. The Indenture Trustee may adopt and employ, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer Issuer, any reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or each whose right to or interest in moneys due and payable but not claimed is determinable from the records of the GuarantorsIndenture Trustee or any Agent, cause to be published once, in a newspaper published in at the English language, customarily published on last address of record for each Business Day and of general circulation in (i) the Borough of Manhattan, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsHolder).

Money for Note Payments to Be Held in Trust. If the Issuer or each The Paying Agent, on behalf of the Guarantors shall at Indenture Trustee, will make distributions to Noteholders from the Collection Account or other applicable Issuer Account pursuant to the provisions of any time act Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Issuer Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any Series, Class or Tranche of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will promptly notify the Trustee of such action or any failure so to act. Each Paying Agentagrees), subject to the provisions of this Section 4.0311.03, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of or interest on Notes of such Series, Class or Tranche in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer or each of the Guarantors (or any other obligor upon the NotesNotes of such Series, Class or Tranche) in the making of any such payment of principal or interest; andinterest on the Notes of such Series, Class or Tranche; (c) 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. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act ; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in accordance with trust for the payment of Notes if at any time it ceases to meet the standards described in this Section 4.0311.03 required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue Code or any other applicable tax law with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer or each of the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of the this Indenture with respect to any Series, Class or Tranche of Notes or for any other purpose, pay, or by Issuer Order an Officer’s Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying AgentAgent in respect of each and every Series, such Class or Tranche of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums to be so held in trust by the Issuer or each in respect of the Guarantors or such Paying Agentall Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such sumsmoney. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsIssuer, in trust for the payment of the principal of or interest on any Note of any Series, Class or Tranche and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer or each of the Guarantors at the written upon request of the Issuer or each of the Guarantorsin an Officer’s Certificate, or (if then held by the Issuer or each of the GuarantorsIssuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will thereupon cease; provided, however, that the . The Indenture Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each give to the Holders of the Guarantors, cause Notes as to which the money to be published oncerepaid was held in trust, as provided in Section 1.06, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains funds remain unclaimed and that, after the a date specified thereinin the notice, which will not be less than thirty calendar 30 days from the date on which the notice was first mailed or published to the Holders of such publicationthe Notes as to which the money to be repaid was held in trust, any unclaimed balance of such money funds then remaining will be repaid paid to the Issuer or each free of the Guarantorstrust formerly impressed upon it. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States federal or state authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is a member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 11.03, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Obligor shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal ofprincipal, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto Holders of the Notes a sum sufficient to pay the such principal, premium, if any, premium or interest so becoming due until such sums will shall be paid to such Persons Holders of the Notes or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Obligor shall have one or more Paying Agents for the NotesAgents, it shallwill, on or before prior to each due date of the principal ofprincipal, premium, if any, on or interest interest, on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the such principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Notes entitled to such principal of, or interest, the same and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Obligor will promptly notify the Trustee of such its action or any failure so to act. Each The Obligor will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of principal, premium, if any, or interest interest, on Notes in trust for the benefit of the Persons Holders of the Notes entitled thereto until such sums will shall be paid to such Persons Holders of the Notes or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Obligor (or any other obligor upon the Notes) in the making of any such payment of principal principal, premium, if any, or interest, on the Notes; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may Obligor may, at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors Obligor or such Paying AgentAgent or, such if for any other purpose, all sums to be so held in trust by the Issuer or each Obligor in respect of the Guarantors or such Paying Agentall Notes, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Obligor or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantors, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the Guarantors) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will shall be paid to such Persons persons or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever If the Issuer or each of Company is not acting as Paying Agent, the Guarantors shall have one or more Paying Agents for the Notes, it shallCompany will, on or before each due date of the principal of, premium, if any, on or interest on on, any Notes, irrevocably deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure so to act. Each If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee, subject to the provisions of this Section 4.0310.03, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of of, premium, if any, or interest on Notes in trust for the benefit of the Persons Holders entitled thereto until such sums will shall be paid to such Persons Holders or otherwise disposed of as herein provided; (b) give the Trustee notice of any default Default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal of, premium, if any, or interest; andinterest on the Notes; (c) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal principal, premium, if any, or interest has become due and payable will shall be paid to the Issuer or each Company upon receipt of the Guarantors at the written request of the Issuer or each of the Guarantorsa Company Request therefor, or (if then held by the Issuer or each of the GuarantorsCompany) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Company cause to be published once, in a newspaper published at the option of the Company 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 Times or the Wall Street Journal (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatednational edition), notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure to so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shallwill, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such deposit is required to be made) sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure to so to act. Each The Company will cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal principal, premium or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment to the Company, shall, upon request and may at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Obligor shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal ofprincipal, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto Holders of the Notes a sum sufficient to pay the such principal, premium, if any, premium or interest so becoming due until such sums will shall be paid to such Persons Holders of the Notes or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Obligor shall have one or more Paying Agents for the NotesAgents, it shallwill, on or before prior to each due date of the principal ofprincipal, premium, if any, on or interest interest, on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the such principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Notes entitled to such principal of, or interest, the same and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Obligor will promptly notify the Trustee of such its action or any failure so to act. Each The Obligor will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of principal, premium, if any, or interest interest, on Notes in trust for the benefit of the Persons Holders of the Notes entitled thereto until such sums will shall be paid to such Persons Holders of the Notes or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Obligor (or any other obligor upon the Notes) in the making of any such payment of principal principal, premium, if any, or interest, on the Notes; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may Obligor may, at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors Obligor or such Paying AgentAgent or, such if for any other purpose, all sums to be so held in trust by the Issuer or each Obligor in respect of the Guarantors or such Paying Agentall Notes, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Obligor or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantors, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the Guarantors) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or principal and interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on of or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or such principal and interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will shall promptly notify the Trustee in writing of such action or any failure so to act. Each Paying Agent, subject to the provisions of this Section 4.03, willshall: (ai) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein herein; provided, however, such sums need not be segregated from other funds held by it, except as required by law; (bii) give the Trustee written notice of any default Default by the Issuer or each of the Guarantors (or any other obligor upon the Notes) in the making of any payment of principal or interest; and (ciii) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of shall cause the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsIssuer, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsIssuer, or (if then held by the Issuer or each of the GuarantorsIssuer) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and at the expense of the Issuer or each of the GuarantorsIssuer, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the Issuer or each of the GuarantorsIssuer.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, of (and premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons persons entitled thereto a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to actaction. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shallAgents, on or before prior to each due date of the principal of, of (and premium, if any, on ) or interest on any Notes, irrevocably it will deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of(and premium, if any) or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such its action or any failure so to act. Each The Company will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interestinterest on the Notes; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon . Upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any Unless otherwise required by applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (and premium, if any) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the . The Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, provided that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and at the expense of the Issuer or each of the GuarantorsCompany, may 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 ManhattanMinneapolis or Saint Xxxx, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedMinnesota, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Issuers shall at any time act as its their own Paying Agent, it shallthey will, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure to so to act. Whenever the Issuer or each of the Guarantors Issuers shall have one or more Paying Agents for the Notes, it shallthey will, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such deposit is required to be made) that shall be available to the Trustee by 10:00 a.m. Eastern Standard Time on such due date sufficient to pay the principal, premiumprincipal (and premium and Liquidated Damages, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Issuers will promptly notify the Trustee of such action or any failure to so to act. Each The Issuers will cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (ai) hold all sums held by it for the payment of the principal of (and premium or Liquidated Damages, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (bii) give the Trustee notice of any default by the Issuer or each of the Guarantors Issuers (or any other obligor upon the Notes) in the making of any payment of principal (and premium or Liquidated Damages, if any) or interest; and (ciii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Authentication Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Issuers or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsIssuers, in trust for the payment of the principal of (or premium or Liquidated Damages, if any) or interest on any Note and remaining unclaimed for two years after such principal principal, premium, Liquidated Damages or interest has become due and payable will shall be paid to the Issuer or each of Issuers on the Guarantors at the written request of the Issuer or each of the GuarantorsIssuers' Request, or (if then held by the Issuer or each of the GuarantorsIssuers) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Issuers as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment to the Issuers, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Issuers cause to be published once, in a leading daily newspaper published (if practicable, The Wall Street Journal (Eastern Edition)) printed in the English language, customarily published on each Business Day language and of general circulation in (i) the Borough of Manhattan, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedCity, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsIssuers.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will shall be paid to such Persons persons or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever If the Issuer or each of Company is not acting as Paying Agent, the Guarantors shall have one or more Paying Agents for the Notes, it shallCompany will, on or before each due date of the principal of, premium, if any, on or interest on on, any Notes, irrevocably deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure so to act. Each If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee, subject to the provisions of this Section 4.0310.03, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of of, premium, if any, or interest on Notes in trust for the benefit of the Persons Holders entitled thereto until such sums will shall be paid to such Persons Holders or otherwise disposed of as herein provided; (b) give the Trustee notice of any default Default by the Issuer Company or each of the Guarantors any Guarantor (or any other obligor upon the Notes) in the making of any payment of principal of, premium, if any, or interest; andinterest on the Notes; (c) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal principal, premium, if any, or interest has become due and payable will shall be paid to the Issuer or each Company upon receipt of the Guarantors at the written request of the Issuer or each of the Guarantorsa Company Request therefor, or (if then held by the Issuer or each of the GuarantorsCompany) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such -------- ------- Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Company cause to be published once, in a newspaper published at the option of the Company 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 Times or the Wall Street Journal (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatednational edition), notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shallwill, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure so to act. Each The Company will cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; providedPROVIDED, howeverHOWEVER, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or principal and interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on of or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or such principal and interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will Company shall promptly notify the Trustee in writing of such action or any failure so to act. Each Paying Agent, subject to the provisions of this Section 4.03, willshall: (ai) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein herein; provided, however, such sums need not be segregated from other funds held by it, except as required by law; (bii) give the Trustee written notice of any default Default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal or interest; and (ciii) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will Company shall cause each Paying Agent not party to this Indenture (other than the Principal Paying Agent and the Paying Agent in Luxembourg) to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors Company at the written request of the Issuer or each of the GuarantorsCompany, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and at the expense of the Issuer or each of the GuarantorsCompany, 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 (ii) for so long as such the Notes are continue to be listed on any stock exchangethe Luxembourg Stock Exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedEuro MTF, Luxembourg, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal ofprincipal, premium, if any, on or interest on any series of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto Holders of such series of Notes a sum sufficient to pay the such principal, premium, if any, premium or interest so becoming due until such sums will shall be paid to such Persons Holders of the Notes of such series or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the NotesAgents, it shallwill, on or before prior to each due date of the principal ofprincipal, premium, if any, on or interest interest, on any series of Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the such principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Notes of such series entitled to such principal of, or interest, the same and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such its action or any failure so to act. Each The Company will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.039.03, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of principal, premium, if any, or interest interest, on Notes of any series in trust for the benefit of the Persons Holders of the Notes of such series entitled thereto until such sums will shall be paid to such Persons Holders or otherwise disposed of as herein provided; (b2) give the Trustee prompt notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the NotesNotes of such series) in the making of any such payment of principal principal, premium, if any, or interest, on such Notes; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may Company may, at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors Company or such Paying AgentAgent or, such if for any other purpose, all sums to be so held in trust by the Issuer or each Company in respect of the Guarantors or such Paying Agentall series of Notes, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantors, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the Guarantors) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, of (and premium, if any, on ) or interest and Additional Amounts on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal (and premium, if any, ) or interest and Additional Amounts so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the NotesAgents, it shallwill, on or before prior to each due date of the principal ofof (and premium, premiumif any) or interest and Additional Amounts, if any, on or interest on any Notes, irrevocably deposit with a Paying Agent a sum (or in the case of interest payable in Additional Notes or ADSs, an aggregate amount of such securities) sufficient to pay the principal, principal (and premium, if any), or interest interest, and Additional Amounts, if any, so becoming due, such sum (or Additional Notes or ADSs) to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, or interestpremium, interest and Additional Amounts and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such its action or any failure so to act. Each The Company will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums and securities held by it for the payment of the principal of (and premium, if any) or interest and Additional Amounts on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to to, and such securities distributed to, such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interestinterest and Additional Amounts; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums and deliver all such securities so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums and securities held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (and premium, if any) or interest and Additional Amounts, if any, on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest and Additional Amounts, if any, has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and (except to the extent such money is subject to the Collateral Documents) the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, 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 ManhattanNew York, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of Company. The Company hereby appoints the GuarantorsTrustee as the initial Note Registrar and Paying Agent for the Notes.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shallwill, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure so to act. Each The Company will cause each Paying AgentAgent (other than the Company or the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal principal, premium or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. If the Issuer Company or each any of the Guarantors its Affiliates shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever If the Issuer Company or each any of its Affiliates is not acting as Paying Agent, the Guarantors shall have one or more Paying Agents for the Notes, it shallCompany will, on or before each due date of the principal of, premium, if any, on or interest on on, any Notes, irrevocably deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure so to act. Each If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee, subject to the provisions of this Section 4.0310.03, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of of, premium, if any, or interest on Notes in trust for the benefit of the Persons Holders entitled thereto until such sums will shall be paid to such Persons Holders or otherwise disposed of as herein provided; (b) give the Trustee notice of any default Default by the Issuer Company or each of the Guarantors any Guarantor (or any other obligor upon the Notes) in the making of any payment of principal of, premium, if any, or interest; andinterest on the Notes; (c) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal principal, premium, if any, or interest has become due and payable will shall be paid to the Issuer or each Company upon receipt of the Guarantors at the written request of the Issuer or each of the Guarantorsa Company Request therefor, or (if then held by the Issuer or each of the GuarantorsCompany) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will thereupon cease; providedPROVIDED, howeverHOWEVER, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Company cause to be published once, in a newspaper published at the option of the Company 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 Times or the Wall Street Journal (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatednational edition), notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will shall promptly notify the Trustee of such action or any failure so to act. Each The Issuer shall cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.039.03, willthat such Paying Agent shall: (a1) hold all sums held by it for the payment of the principal of (or premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors (or any other obligor upon the Notes) in the making of any payment of principal (or premium, if any) or interest; and; (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (4) indemnify the Trustee and its officers, directors, employees and agents against any loss, cost or liability caused by, or incurred as a result of, such Paying Agent’s acts or omissions. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsIssuer, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal principal, premium or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the on Issuer or each of the Guarantors, Request or (if then held by the Issuer or each of the GuarantorsIssuer) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsIssuer, subject to any applicable escheatment laws.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure to so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shallwill, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such deposit is required to be made) sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure to so to act. Each The Company will cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal principal, premium or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment to the Company, shall, upon request and may at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee in writing of its action or failure to so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a any Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such deposit is required to be made) that shall be available to the Trustee by 10:00 a.m. New York City time on such due date sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will Company shall promptly notify the Trustee in writing of such action or any failure to so to act. Each The Company shall cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, willthat such Paying Agent shall: (a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee prompt written notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal principal, premium or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Order, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment to the Company, shall, upon request and shall at the expense of the Issuer or each of the Guarantors, Company cause to be published once, in a leading daily newspaper published (if practicable, The Wall Street Journal (Eastern Edition)) printed in the English language, customarily published on each Business Day language and of general circulation in (i) the Borough of Manhattan, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedCity, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publicationpublication nor shall it be later than two years after such principal (or premium, if any) or interest shall have become due and payable, any unclaimed balance of such money then remaining will shall be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will shall promptly notify the Trustee of such action or any failure so to act. Each The Issuer shall cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.039.03, willthat such Paying Agent shall: (a) hold all sums held by it for the payment of the principal of of, premium, if any, or interest on Notes in trust for the benefit of the Persons persons entitled thereto until such sums will shall be paid to such Persons persons or otherwise disposed of as herein provided; (b) give the Trustee notice of any default by the Issuer or each of the Guarantors (or any other obligor upon the Notes) in the making of any payment of principal principal, premium, if any, or interest; and; (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) indemnify the Trustee and its officers, directors, employees and agents against any loss, cost or liability caused by, or incurred as a result of, such Paying Agent’s acts or omissions. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsIssuer, in trust for the payment of the principal of of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal principal, premium or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the on Issuer or each of the Guarantors, Request or (if then held by the Issuer or each of the GuarantorsIssuer) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request cease and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsIssuer.

Money for Note Payments to Be Held in Trust. (a) If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum of Money sufficient to pay the principal, premium, if any, principal or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided provided, and will shall promptly notify the Trustee of its action or failure so to act. . (b) Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the NotesAgents, it shall, on or before prior to each due date of the principal of, premium, if any, on of or interest on any the Notes, irrevocably deposit with a any Paying Agent a sum of Money sufficient to pay the principal, premium, if any, principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interestthereto, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such its action or any failure so to act. Each . (c) The Company shall cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, willthat such Paying Agent shall: (a1) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein providedprovided in this Indenture; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal or interestinterest on the Notes; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. . (d) The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts terms as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Money. (e) Any money Money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two six years after such principal or interest has shall have become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneyMoney, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Company cause to be published once, in a newspaper published an Authorized Newspaper in the English languageeach Place of Payment, customarily published on each Business Day and or to be mailed to Holders of general circulation in (i) the Borough of ManhattanNotes, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedor both, notice that such money Money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publicationpublication or mailing, any unclaimed balance of such money Money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shallwill, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure so to act. Each The Company will cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Obligor shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal ofprincipal, premium, if any, on or interest on any series of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto Holders of such series of Notes a sum sufficient to pay the such principal, premium, if any, premium or interest so becoming due until such sums will shall be paid to such Persons Holders of the Notes of such series or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Obligor shall have one or more Paying Agents for the NotesAgents, it shallwill, on or before prior to each due date of the principal ofprincipal, premium, if any, on or interest interest, on any series of Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the such principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Notes of such series entitled to such principal of, or interest, the same and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Obligor will promptly notify the Trustee of such its action or any failure so to act. Each The Obligor will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.039.03, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of principal, premium, if any, or interest interest, on Notes of any series in trust for the benefit of the Persons Holders of the Notes of such series entitled thereto until such sums will shall be paid to such Persons Holders or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Obligor (or any other obligor upon the NotesNotes of such series) in the making of any such payment of principal principal, premium, if any, or interest, on such Notes; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may Obligor may, at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors Obligor or such Paying AgentAgent or, such if for any other purpose, all sums to be so held in trust by the Issuer or each Obligor in respect of the Guarantors or such Paying Agentall series of Notes, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Obligor or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantors, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the Guarantors) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, of (and premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons persons entitled thereto a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to actaction. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shallAgents, on or before prior to each due date of the principal of, of (and premium, if any, on ) or interest on any Notes, irrevocably it will deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of(and premium, if any) or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such its action or any failure so to act. Each -63- Indenture The Company will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interestinterest on the Notes; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon . Upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any Unless otherwise required by applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (and premium, if any) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the . The Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, provided that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and at the expense of the Issuer or each of the GuarantorsCompany, may 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 ManhattanMinneapolis or Saint Xxxx, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedMinnesota, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer Company or each any of the Guarantors its Affiliates shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever If the Issuer Company or each any of its Affiliates is not acting as Paying Agent, the Guarantors shall have one or more Paying Agents for the Notes, it shallCompany will, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, irrevocably deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure to so to act. Each If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of of, premium, if any, or interest on the Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee notice of any default Default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal principal, premium, if any, or interest; andinterest on the Notes; (c) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and disabilities of such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable will shall promptly be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, company cause to be published once, in a newspaper published in the English languageNEW YORK TIMES and THE WALL STREET JOURNAL (national edition), customarily published on and mail to each Business Day and of general circulation in (i) the Borough of Manhattan, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedHolder, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publicationnotification, publication and mailing, any unclaimed balance of such money then remaining will promptly be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Issuer or each related Series Account shall be made on behalf of the Guarantors shall at any time act as its own related Obligors by the Trustee or by another Paying Agent, it shall, on or before each due date and no amounts so withdrawn from any Series Account for payments of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will Notes shall be paid over to such Persons or otherwise disposed of any Obligor, except as herein provided and in the related Series Supplement. The related Obligors will promptly notify cause each Paying Agent other than the Trustee of its action or failure so to act. Whenever execute and deliver to the Issuer or each of the Guarantors shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held Trustee an instrument in trust for the benefit of the Persons entitled to such principal of, or interest, and (unless which such Paying Agent is shall agree with the Trustee) the Issuer or each of the Guarantors will promptly notify the Trustee of such action or any failure so to act. Each Paying Agent, subject to the provisions of this Section 4.03Section, that such Paying Agent will, with respect to each related Series of Notes: (ai) hold all sums held by it for the payment of the principal of or interest on the related Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (bii) give the Trustee notice of any default by the Issuer or each of the Guarantors (or any other obligor upon the Notes) related Obligors in the making of any payment of principal or interest; andinterest on such Notes; (ciii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act ; (iv) immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in accordance trust for the payment of the related Notes 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 this Section 4.03all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer or each of the Guarantors related Obligors may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes any Series Supplement or for any other purpose, pay, or by Issuer Obligors' Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantors, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsObligors' Agent, or (if then held by the Issuer or each of the Guarantors) will be discharged from such trustas specified in an Obligors' Order; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Obligors' Agent for payment thereof, and all liability of the Trustee Trustee, such Paying Agent or any Series Support Provider with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Obligors' Agent 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsObligors' Agent.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act elect to make cash payments in respect of principal of (or premium, if any) or cash interest, if any, on any of the Notes, and the Company at such time is acting as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, Company shall segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay in cash the principal, principal of (or premium, if any, ) or cash interest so becoming due until such sums will shall be paid in cash to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure to so to act. Whenever the Issuer Company elects to make cash payments in respect of principal of (or each premium, if any) or cash interest, if any, on any of the Guarantors shall have Notes, and at such time has appointed one or more Paying Agents for the Notes, it shallthe Company will, on or before each due date of the principal of, of (premium, if any, on ) or cash interest on any Notes, irrevocably deposit with a Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such deposit is required to be made) sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure to so to act. Each The Company will cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.0310.03, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes or for any other purpose, time pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal principal, premium or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment to the Company, shall, upon may at the written request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever If the Issuer or each of Company is not acting as Paying Agent, the Guarantors shall have one or more Paying Agents for the Notes, it shallCompany will, on or before each due date of the principal of, premium, if any, on or interest on on, any Notes, irrevocably deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal ofprincipal, premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure so to act. Each If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee, subject to the provisions of this Section 4.0310.03, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of of, premium, if any, or interest on Notes in trust for the benefit of the Persons Holders entitled thereto until such sums will shall be paid to such Persons Holders or otherwise disposed of as herein provided; (b) give the Trustee notice of any default Default by the Issuer Company or each of the Guarantors any Guarantor (or any other obligor upon the Notes) in the making of any payment of principal of, premium, if any, or interest; andinterest on the Notes; (c) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal principal, premium, if any, or interest has become due and payable will shall be paid to the Issuer or each Company upon receipt of the Guarantors at the written request of the Issuer or each of the Guarantorsa Company Request therefor, or (if then held by the Issuer or each of the GuarantorsCompany) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will thereupon cease; provided, provided however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Company cause to be published once, in a newspaper published at the option of the Company 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 Times or the Wall Street Journal (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatednational edition), notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, of (and premium, if any, on on) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, of (and premium, if any, on on), or interest on on, any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will Company shall promptly notify the Trustee of such action or any failure so to act. Each The Company shall cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of (and premium, if any, on) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantors, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the Guarantors) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. (a) If the Issuer or each of the Guarantors shall Guarantor acts at any time act as its own Paying AgentAgent hereunder, it shallwill, on or before each due date of the principal of, of (and premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due until such sums will be are paid to such Persons or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. . (b) Whenever the Issuer or each of the Guarantors shall have has one or more Paying Agents for the Notes, it shallwill, on or before each due date of the principal of, of (and premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, interest and (unless such the Paying Agent is the Trustee) the Issuer or each of the Guarantors will promptly notify the Trustee of such action or any failure so to act. Each . (c) The Issuer will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee, subject to the provisions of this Section 4.034.04, that such Paying Agent will: (ai) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will be are paid to such Persons or otherwise disposed of as herein provided; (bii) give the Trustee notice of any default by the Issuer or each of the Guarantors (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (ciii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. . (d) The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, and upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsGuarantor, in trust for the payment of the principal of (and premium, if any) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable will be paid to the Issuer or each of on the Guarantors at the written Issuer's request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the GuarantorsGuarantor) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Guarantor as trustee Trustee thereof, will thereupon cease; provided, however, provided that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request will at the written direction and at the expense of the Issuer or each of the GuarantorsIssuer, 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 Times or The Wall Street Journal (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatednational edition), notice that such money remains unclaimed and that, after the a date specified therein, which will not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsIssuer.

Money for Note Payments to Be Held in Trust. If the Issuer Company or each of the Guarantors Parent shall at any time act as its their own Paying Agent, it shallthey will, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its their action or failure so to act. Whenever the Issuer or each of Company and the Guarantors Parent shall have one or more Paying Agents for the Notes, it shallthe Company and/or the Parent will, on or before 10:00 a.m. on each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of Company and/or the Guarantors Parent will promptly notify the Trustee of such action or any failure so to act. Each The Company and the Parent shall cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer Company or each of the Guarantors Parent (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer Company or each of the GuarantorsParent, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal or principal, premium, interest has become due and payable will shall be paid to the Issuer Company on Company Request or each of to the Guarantors at the written request of the Issuer or each of the GuarantorsParent on Parent Request, or (if then held by the Issuer Company or each of the GuarantorsParent) will shall be discharged from such trust; and the . The Holder of such Note will thereafterNote, as an unsecured general creditor, shall look thereafter only to the Issuer or each of Company and the Guarantors Parent for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer Company or each of the Guarantors Parent as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of Company and the Guarantors, Parent 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer Company or each of the GuarantorsParent, as the case may be.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or principal and interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on of or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or such principal and interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will Company shall promptly notify the Trustee in writing of such action or any failure so to act. Each Paying Agent, subject to the provisions of this Section 4.03, willshall: (ai) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein herein; provided, however, such sums need not be segregated from other funds held by it, except as required by law; (bii) give the Trustee written notice of any default Default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal or interest; and (ciii) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of Company shall cause the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors Company at the written request of the Issuer or each of the GuarantorsCompany, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and at the expense of the Issuer or each of the GuarantorsCompany, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Issuers shall at any time act as its their own Paying Agent, it they shall, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee in writing of its their action or failure to so to act. Whenever the Issuer or each of the Guarantors Issuers shall have one or more Paying Agents for the Notes, it they shall, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a any Paying Agent a sum in same day funds that shall be available to the Trustee by 10:00 a.m. New York City time on such due date sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will Issuers shall promptly notify the Trustee in writing of such action or any failure to so to act. Each The Issuers shall cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.033.13, willthat such Paying Agent shall: (a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee prompt written notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Issuers or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsIssuers, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal principal, premium or interest has become due and payable will shall be paid to the Issuers on Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsOrder, or (if then held by the Issuer or each of the GuarantorsIssuers) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Issuers as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. If As specified in ------------------------------------------- Section 8.3(a) and (b) herein and in the related Indenture Supplement, all -------------- --- payments of amounts due and payable with respect to the Notes which are to be made from amounts withdrawn from the Collection Account and the Excess Funding Account shall be made on behalf of the Issuer by the Indenture Trustee or each by the Paying Agent, and no amounts so withdrawn from the Collection Account or the Excess Funding Account shall be paid over to or at the direction of the Guarantors Issuer except as provided in this Section 3.3 and in the related Indenture Supplement. ----------- 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 at any time act agree with the Indenture Trustee (and if the Indenture Trustee acts as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or interest hereby so becoming due until such sums will be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will promptly notify the Trustee of such action or any failure so to act. Each Paying Agentagrees), subject to the provisions of this Section 4.03------- 3.3, that such Paying Agent, in acting as Paying Agent, is an express agent of --- the Issuer and, further, that such Paying Agent will: (ai) hold all sums held by it for the payment of amounts due with respect to the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (bii) give a Trustee Officer of the Indenture Trustee written notice of any default by the Issuer or each of the Guarantors (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment of principal or interest; andrequired to be made with respect to the Notes; (ciii) 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. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act ; (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in accordance trust for the payment of Notes 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 this Section 4.03all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer or each of the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes 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 held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantors, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the Guarantors) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. If As specified in Section 8.02, all payments of amounts due and payable on or with respect to the Issuer or each Notes, which are to be made from amounts withdrawn from the Collection Account, shall be made on behalf of the Guarantors shall at any time act as its own Co-Issuers by the Paying Agent, it shall, on or before each due date of and no amounts so withdrawn from the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will Collection Account shall be paid over to such Persons or otherwise disposed the Co-Issuers except as provided in this Indenture. Subject to Requirements of as herein provided and will promptly notify the Trustee Law with respect to escheat of its action or failure so to act. Whenever the Issuer or each of the Guarantors shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interestfunds, and (unless after such Paying Agent notice required with respect to Notes not surrendered for cancellation pursuant to Section 10.02(b) is the Trustee) the Issuer or each of the Guarantors will promptly notify the Trustee of such action or given, any failure so to act. Each Paying Agent, subject to the provisions of this Section 4.03, will: (a) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee notice of any default by the Issuer or each of the Guarantors (or any other obligor upon the Notes) in the making of any payment of principal or interest; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be money held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantors, in trust for the payment of the principal of or interest on any amount due with respect to any Note and remaining unclaimed for two years after such principal or interest amount has become due and payable will be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the Guarantors) will shall be discharged from such trust, and the Paying Agent shall give prompt notice of such occurrence to the Co-Issuers and shall release such money to the Co-Issuers on Issuer Order executed by each of the Co-Issuers; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each Co-Issuers (and then only to the extent of the Guarantors amounts so paid to the Co-Issuers) for payment thereof, and all liability of the Trustee Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and shall at the expense direction of the Issuer or each of the Guarantors, Co-Issuers 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will date shall not be less than thirty calendar (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer Co-Issuers. The cost of any such notice or each publication shall be paid out of funds in the Collection Account. The Paying Agent shall also adopt and employ, at the expense of the GuarantorsCo-Issuers, to be paid out of funds in the Collection Account, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes 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 the Paying Agent, at the last address of record for each such Holder).

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will shall be paid to such Persons persons or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever If the Issuer or each of Company is not acting as Paying Agent, the Guarantors shall have one or more Paying Agents for the Notes, it shallCompany will, on or before each due date of the principal of, premium, if any, on or interest on on, any Notes, irrevocably deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure so to act. Each If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee, subject to the provisions of this Section 4.0310.03, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of of, premium, if any, or interest on Notes in trust for the benefit of the Persons Holders entitled thereto until such sums will shall be paid to such Persons Holders or otherwise disposed of as herein provided; (b) give the Trustee notice of any default Default by the Issuer Company or each of the Guarantors any Guarantor (or any other obligor upon the Notes) in the making of any payment of principal of, premium, if any, or interest; andinterest on the Notes; (c) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal principal, pre- mium, if any, or interest has become due and payable will shall be paid to the Issuer or each Company upon receipt of the Guarantors at the written request of the Issuer or each of the Guarantorsa Company Request therefor, or (if then held by the Issuer or each of the GuarantorsCompany) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such -------- ------- Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Company cause to be published once, in a newspaper published at the option of the Company 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 Times or the Wall Street Journal (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatednational edition), notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Guarantor shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Guarantor shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Guarantor will promptly notify the Trustee of such action or any failure so to act. Each Paying Agent, subject to the provisions of this Section 4.03, will: (ai) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (bii) give the Trustee notice of any default by the Issuer or each of the Guarantors Guarantor (or any other obligor upon the Notes) in the making of any payment of principal or interest; and (ciii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors Guarantor will cause each Paying Agent not party to this Indenture (other than the Principal Paying Agent and the Luxembourg Paying Agent) to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Guarantor may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors Guarantor or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Guarantor or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Guarantor or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsGuarantor, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer or each of the Guarantors Guarantor at the written request of the Issuer or each of the GuarantorsGuarantor and subject to any applicable abandoned property law, or (if then held by the Issuer or each of the GuarantorsGuarantor) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Guarantor for payment thereof, and all liability of the Trustee with respect to such trust money, and all liability of the Issuer or each of the Guarantors Guarantor as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying AgentAgent with respect to the Notes, it shallwill, on or before each due date of the principal of, of or premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or premium and interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shallwill, on or before prior to each due date of the principal of, of or premium, if any, on or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the such principal, premium, if any, premium or interest so becoming dueinterest, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal of, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such its action or any failure so to act. Each The Company will cause each Paying AgentAgent for the Notes other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.0310.03, willthat such Paying Agent will comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and: (ai) hold all sums held by it for the payment of the principal of or premium, if any, or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (bii) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment payment, and in respect of principal or interestthe Notes, of any Event of Default; and (ciii) at any time during the continuance of any such defaultdefault or Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent for payment in respect of the Notes. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or received by the Trustee (or another trustee satisfying the requirements of Section 6.08) in respect of Government Obligations deposited with the Trustee (or such other trustee) pursuant to Section 12.04, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of or premium, if any, or interest on any Note and remaining unclaimed for two years after such principal principal, premium or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as York, New York, or to be mailed to such Notes are listed on any stock exchangeHolder, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedor both, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the earlier of the date of such publicationpublication or such mailing, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallthe Company will, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever If the Issuer or each of Company is not acting as Paying Agent, the Guarantors shall have one or more Paying Agents for the Notes, it shallCompany will, on or before each due date of the principal of, premium, if any, on or interest on any Notes, irrevocably deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure so to act. Each If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.0310.03, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of of, premium, if any, or interest on Notes in trust for the benefit of the Persons Holders entitled thereto until such sums will shall be paid to such Persons Holders or otherwise disposed of as herein provided; (b) give the Trustee notice of any default Default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal of, premium, if any, or interest; andinterest on the Notes; (c) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all respects with the provisions of this Indenture relating to the duties, rights and liabilities of such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal principal, premium, if any, or interest has become due and payable will shall be paid to the Issuer or each Company upon receipt of the Guarantors at the written request of the Issuer or each of the Guarantorsa Company Request therefor, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and shall at the expense of the Issuer or each of the Guarantors, 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 Times and The Wall Street Journal (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatednational edition), notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act make cash payments in respect of principal of or interest, if any, on any of the Notes, and the Company at such time is acting as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, Company shall segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay in cash the principal, premium, if any, principal of or interest so becoming due until such sums will shall be paid in cash to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure to so to act. Whenever the Issuer Company makes cash payments in respect of principal of or each interest, if any, on any of the Guarantors shall have Notes, and at such time has appointed one or more Paying Agents for the Notes, it shallthe Company will, on or before each due date of the principal of, premium, if any, on of or interest on any Notes, irrevocably deposit with a Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such deposit is required to be made) sufficient to pay the principal, premium, if any, principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure to so to act. Each The Company will cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.0310.03, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal or interest; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes or for any other purpose, time pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment to the Company, shall, upon may at the written request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Trust shall at any time act as its own Paying AgentAgent with respect to the payment of either principal (and premium, if any) or interest, it shallwill, on or before each applicable due date of the principal of, of (and premium, if any, on on) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided provided, and will promptly notify the Indenture Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Trust shall have one or more Paying Agents for with respect to the Notespayment of either principal (and premium, if any) or interest, it shallwill, on or before prior to each applicable due date of the principal of, premium, if any, on of or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any) or interest, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Indenture Trustee) the Issuer or each of the Guarantors Trust will promptly notify the Indenture Trustee of such its action or any failure so to act. Each The Trust will cause each Paying AgentAgent 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, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of (and premium, if any, on) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Indenture Trustee notice of any default by the Issuer or each of the Guarantors Trust (or any other obligor upon the Notes) in the making of any such payment of principal (and premium, if any) or interest; and (c3) 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. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Trust may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Trust or such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Trust or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, Indenture Trustee such Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsTrust, in trust for the payment of the principal of (and premium, if any, on) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable will shall be paid to the Issuer or each of Trust on request or, if with the Guarantors at the written request of the Issuer or each of the GuarantorsIndenture Trustee, on Trust Request, or (if then held by the Issuer or each of the GuarantorsTrust) will shall be discharged from such trust; , and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Trust for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Trust as trustee thereof, will shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Trust cause to be published once, in a newspaper published an Authorized Newspaper in the English language, customarily published on each Business Day and Place of general circulation in (i) the Borough of Manhattan, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedPayment, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsTrust.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee in writing of its action or failure to so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a any Paying Agent a sum in same day funds (or New York Clearing House funds (or such other funds as may be acceptable to the Paying Agent) if such deposit is made prior to the date on which such deposit is required to be made) that shall be available to the Trustee by 10:00 a.m. New York City time on such due date sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will Company shall promptly notify the Trustee in writing of such action or any failure to so to act. Each The Company shall cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.033.17, willthat such Paying Agent shall: (a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee prompt written notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal principal, premium or interest has become due and payable will shall be paid paid, without liability for interest earned thereon, to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Order, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment to the Company, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Company cause to be published once, in a leading daily newspaper published (if practicable, The Wall Street Journal (Eastern Edition)) printed in the English language, customarily published on each Business Day language and of general circulation in (i) the Borough of Manhattan, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedCity, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publicationpublication nor shall it be later than two years after such principal (or premium, if any) or interest shall have become due and payable, subject to any applicable abandoned property law, any unclaimed balance of such money then remaining will shall be repaid to the Issuer or each of Company. The Company shall pay all publication costs incurred by the GuarantorsTrustee pursuant to its duties under this Section 3.17.

Money for Note Payments to Be Held in Trust. If the The Issuer or each of the Guarantors shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, premium, if any, on of or interest on any of the Noteson, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on or interest on any Notes, irrevocably deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal of, or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will promptly notify the Trustee of such action or any failure so to act. Each The Issuer will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee, subject to the provisions of this Section 4.034.3, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons Holders entitled thereto until such sums will shall be paid to such Persons Holders or otherwise disposed of as herein provided; (b) give the Trustee notice of any default Default by the Issuer or each of the Guarantors (or any other obligor upon the Notes) in the making of any payment of principal of or interest; andinterest on the Notes; (c) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Order order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsIssuer, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer or each upon receipt of the Guarantors at the written an Issuer request of the Issuer or each of the Guarantorstherefor, or (if then held by the Issuer or each of the GuarantorsIssuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, 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 Times and The Wall Street Journal (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatednational edition), notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will shall be repaid to the Issuer. If the Issuer or each acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the GuarantorsHolders all money held by it as Paying Agent. If the Issuer is acting as Paying Agent, upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying AgentAgent with respect to the Notes, it shallwill, on or before each due date of the principal of, premium, if any, on of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or principal and interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shallwill, on or before prior to each due date of the principal of, premium, if any, on of or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, such principal or interest so becoming dueinterest, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal of, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such its action or any failure so to act. Each The Company will cause each Paying AgentAgent for the Notes other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, willthat such Paying Agent will comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and: (ai) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (bii) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment payment, and in respect of principal or interestthe Notes, of any Event of Default; and (ciii) at any time during the continuance of any such defaultdefault or Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent for payment in respect of the Notes. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or received by the Trustee (or another trustee satisfying the requirements of Section 6.08) in respect of Government Obligations deposited with the Trustee (or such other trustee) pursuant to Section 12.04, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as York, New York, or to be mailed to such Notes are listed on any stock exchangeHolder, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedor both, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the earlier of the date of such publicationpublication or such mailing, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, of (and premium, if any, on ) or interest and Additional Amounts on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a 38 sum sufficient to pay the principal, principal (and premium, if any, ) or interest and Additional Amounts so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the NotesAgents, it shallwill, on or before prior to each due date of the principal of, of (and premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such its action or any failure so to act. Each The Company will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest and Additional Amounts on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interestinterest and Additional Amounts; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (and premium, if any) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, 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 ManhattanNew York, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of Company. The Company hereby appoints the GuarantorsTrustee as the initial Registrar and Paying Agent for the Notes.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or principal and interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on of or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or such principal and interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors will Company shall promptly notify the Trustee in writing of such action or any failure so to act. Each Paying Agent, subject to the provisions of this Section 4.03, willshall: (ai) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein herein; provided, however, such sums need not be segregated from other funds held by it, except as required by law; (bii) give the Trustee written notice of any default Default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal or interest; and (ciii) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will Company shall cause each Paying Agent not party to this Indenture (other than the Principal Paying Agent) to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors Company at the written request of the Issuer or each of the GuarantorsCompany, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and at the expense of the Issuer or each of the GuarantorsCompany, 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 (ii) for so long as such the Notes are continue to be listed on any stock exchange, upon publication in English in a leading newspaper the Euro MTF market of general circulation in the country in which such stock exchange is locatedLuxembourg Stock Exchange, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, principal or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the NotesAgents, it shallwill, on or before prior to each due date of the principal of, premium, if any, on or interest on any of the Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such its action or any failure so to act. Each The Company will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal or interest; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchangeYork, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedNew York, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Obligor shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal ofprincipal, premium, if any, on or interest on any series of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto Holders of such series of Notes a sum sufficient to pay the such principal, premium, if any, premium or interest so becoming due until such sums will shall be paid to such Persons Holders of the Notes of such series or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Obligor shall have one or more Paying Agents for the NotesAgents, it shallwill, on or before prior to each due date of the principal ofprincipal, premium, if any, on or interest interest, on any series of Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the such principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders of the Notes of such series entitled to such principal of, or interest, the same and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Obligor will promptly notify the Trustee of such its action or any failure so to act. Each The Obligor will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.039.03, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of principal, premium, if any, or interest interest, on Notes of any series in trust for the benefit of the Persons Holders of the Notes of such series entitled thereto until such sums will shall be paid to such Persons Holders or otherwise disposed of as herein provided; (b2) give the Trustee prompt notice of any default by the Issuer or each of the Guarantors Obligor (or any other obligor upon the NotesNotes of such series) in the making of any such payment of principal principal, premium, if any, or interest, on such Notes; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may Obligor may, at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors Obligor or such Paying AgentAgent or, such if for any other purpose, all sums to be so held in trust by the Issuer or each of the Guarantors Obligor or such Paying AgentAgent in respect of all series of Notes, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Obligor or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantors, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the Guarantors) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee with respect to such trust money, and all liability of the Issuer or each of the Guarantors as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Guarantor shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Guarantor shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of, premium, if any, on or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Guarantor will promptly notify the Trustee of such action or any failure so to act. Each Paying Agent, subject to the provisions of this Section 4.035(c), will: (ai) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (bii) give the Trustee notice of any default by the Issuer or each of the Guarantors Guarantor (or any other obligor upon the Notes) in the making of any payment of principal or interest; and (ciii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors Guarantor will cause each Paying Agent not party to this Indenture (other than the Principal Paying Agent and the Luxembourg Paying Agent) to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Guarantor may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors Guarantor or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Guarantor or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Guarantor or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsGuarantor, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer or each of the Guarantors Guarantor at the written request of the Issuer or each of the GuarantorsGuarantor, or (if then held by the Issuer or each of the GuarantorsGuarantor) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Guarantor for payment thereof, and all liability of the Trustee with respect to such trust money, and all liability of the Issuer or each of the Guarantors Guarantor as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, shall, upon request and at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is located, notice that such money remains unclaimed and that, after the date specified therein, which will not be less than thirty calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the Guarantors.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Issuers shall at any time act as its their own Paying Agent, it shallthey will, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its their action or failure to so to act. Whenever the Issuer or each of the Guarantors Issuers shall have one or more Paying Agents for the Notes, it shallthey will, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such deposit is required to be made) that shall be available to the Trustee by 10:00 a.m. Eastern Standard Time on such due date sufficient to pay the principal, principal (and premium, if any, ) or interest (and Additional Interest, if any) so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Issuers will promptly notify the Trustee of such action or any failure to so to act. Each The Issuers will cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (ai) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (and Additional Interest, if any) on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (bii) give the Trustee notice of any default by the Issuer or each of the Guarantors Issuers (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interestinterest (and Additional Interest, if any); and (ciii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or direct (pursuant to a written direction signed by Issuer Order direct two Officers of each Issuer) any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Issuers or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsIssuers, in trust for the payment of the principal of (or premium, if any) or interest (or Additional Interest, if any) on any Note and remaining unclaimed for two years after such principal principal, premium, interest or interest Additional Interest has become due and payable will shall be paid to the Issuer or each of Issuers on the Guarantors at the written request of the Issuer or each of the GuarantorsIssuers’ Request, or (if then held by the Issuer or each of the GuarantorsIssuers) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Issuers as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment to the Issuers, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Issuers cause to be published once, in a leading daily newspaper published (if practicable, The Wall Street Journal (Eastern Edition)) printed in the English language, customarily published on each Business Day language and of general circulation in (i) the Borough of Manhattan, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedCity, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsIssuers.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum slim sufficient to pay the principalprincipal of, premium, if any, or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shallwill, on or before each due date of the principal of, of (and premium, if any, on on), or interest on on, any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure so to act. Each The Company will cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of (and premium, if any, on) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default Default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (and premium, if any, on) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all an liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. (a) If the Issuer or each of the Guarantors shall any Guarantor acts at any time act as its own Paying AgentAgent hereunder, it shallwill, on or before each due date of the principal of, of (and premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due until such sums will be are paid to such Persons or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. . (b) Whenever the Issuer or each of the Guarantors shall have has one or more Paying Agents for the Notes, it shallwill, on or before each due date of the principal of, of (and premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, interest and (unless such the Paying Agent is the Trustee) the Issuer or each of the Guarantors will promptly notify the Trustee of such action or any failure so to act. Each . (c) The Issuer will cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee, subject to the provisions provi- sions of this Section 4.034.04, that such Paying Agent will: (ai) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will be are paid to such Persons or otherwise disposed of as herein provided; (bii) give the Trustee notice of any default by the Issuer or each of the Guarantors (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (ciii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. . (d) The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held by the Trustee upon up- on the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors or such Paying Agent; and, upon and up- on such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the Guarantorsany Guarantor, in trust for the payment of the principal of (and premium, if any) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable will be paid to the Issuer or each of on the Guarantors at the written Issuer’s request of the Issuer or each of the Guarantors, or (if then held by the Issuer or each of the Guarantorsany Guaran- tor) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general gen- eral creditor, look only to the Issuer or each of the Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors any Guarantor as trustee Trustee thereof, will thereupon cease; provided, however, provided that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request will at the written direction and at the expense of the Issuer or each of the GuarantorsIssuer, 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 Times or The Wall Street Journal (iinational edition) for so long as or mail to each such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedHolder or both, notice that such money remains unclaimed and that, after the a date specified therein, which will not be less than thirty calendar 30 days from the date of such publicationpublication or mailing, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsIssuer.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Issuers shall at any time act as its their own Paying Agent, it shallthey will, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal of (or premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its their action or failure to so to act. Whenever the Issuer or each of the Guarantors Issuers shall have one or more Paying Agents for the Notes, it shallthey will, on or before each due date of the principal of, of (or premium, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such deposit is required to be made) that shall be available to the Trustee by 10:00 a.m. New York City Time on such due date sufficient to pay the principal, principal (and premium, if any, ) or interest (and Additional Interest, if any) so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Issuers will promptly notify the Trustee of such action or any failure to so to act. Each The Issuers will cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (ai) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (and Additional Interest, if any) on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (bii) give the Trustee notice of any default by the Issuer or each of the Guarantors Issuers (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interestinterest (and Additional Interest, if any); and (ciii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or direct (pursuant to a written direction signed by Issuer Order direct two Officers of each Issuer) any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Issuers or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsIssuers, in trust for the payment of the principal of (or premium, if any) or interest (or Additional Interest, if any) on any Note and remaining unclaimed for two years after such principal principal, premium, interest or interest Additional Interest has become due and payable will shall be paid to the Issuer or each of Issuers on the Guarantors at the written request of the Issuer or each of the GuarantorsIssuers’ Request, or (if then held by the Issuer or each of the GuarantorsIssuers) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Issuers as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment to the Issuers, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Issuers cause to be published once, in a leading daily newspaper published (if practicable, The Wall Street Journal (Eastern Edition)) printed in the English language, customarily published on each Business Day language and of general circulation in (i) the Borough of Manhattan, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedCity, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsIssuers.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, premiumof (or premium or Liquidated Damages, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premiumprincipal of (or premium or Liquidated Damages, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee in writing of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the Notes, it shallwill, on or before each due date of the principal of, premiumof (or premium or Liquidated Damages, if any, on ) or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premiumprincipal (and premium and Liquidated Damages, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium, Liquidated Damages or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee in writing of such action or any failure so to act. Each The Company will cause each Paying AgentAgent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Paying Agent will: (a1) hold all sums held by it for the payment of the principal of (and premium and Liquidated Damages, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium and Liquidated Damages, if any) or interestinterest on the Notes; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts terms as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (or premium or Liquidated Damages, if any) or interest on any Note and remaining unclaimed for two years after such principal principal, premium, Liquidated Damages or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or -------- ------- such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on or interest on any payment in respect of any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay make the principal, premium, if any, or interest payment so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will shall promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the NotesAgents, it shallwill, on or before prior to each due date of the principal of, premium, if any, on or interest on any payment in respect of any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal of, or interestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such its action or any failure so to act. Each The Company shall cause each Paying AgentAgent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.0310.03, will: that such Paying Agent will (ai) hold all sums held by it for comply with the payment provisions of the principal of or interest on Notes in trust for Trust Indenture Act applicable to it as a Paying Agent and (ii) during the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee notice continuance of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment in respect of principal or interest; and (c) at any time during the continuance of any such defaultNotes, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent as such. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with in respect to of such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment making of the principal payments in respect of or interest on any Note and remaining unclaimed for two years after such principal or interest payment has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee with or such Paying Agent in respect to of such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Trading Day and of general circulation in (i) the Borough of Manhattan, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the Issuer Company. In the absence of a written request from the Company to return funds remaining unclaimed for two years after such payment has become due to the Company, the Trustee shall from time to time deliver all unclaimed payments to or each as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the GuarantorsTrustee. Any such unclaimed funds held by the Trustee pursuant to this Section 10.03 shall be held uninvested and without any liability for interest.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of, premium, if any, on of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum of Money sufficient to pay the principal, premium, if any, principal or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided provided, and will shall promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Paying Agents for the NotesAgents, it shall, on or before prior to each due date of the principal of, premium, if any, on of or interest on any the Notes, irrevocably deposit with a any Paying Agent a sum of Money sufficient to pay the principal, premium, if any, principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal of, or interestthereto, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such its action or any failure so to act. Each The Company shall cause each Paying AgentAgent other than the Trustee or the Company to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, willthat such Paying Agent shall: (a1) hold all sums held by it for the payment of the principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein providedprovided in this Indenture; (b2) give the Trustee notice of any default Event of Default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal or interestinterest on the Notes; and (c3) at any time during the continuance of any such defaultEvent of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying AgentAgent for payment in respect of the Notes. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts terms as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will shall be released from all further liability with respect to such sums. The Trustee and each Paying Agent shall promptly pay to the Company upon Company Request any Money held by them (other than pursuant to Article Twelve) at any time in excess of amounts required to pay principal of or interest on the Notes. Any money Money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years one year after such principal or interest has shall have become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust moneyMoney, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; providedPROVIDED, howeverHOWEVER, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and shall at the expense of the Issuer or each of the Guarantors, Company cause to be published once, in a newspaper an Authorized 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 (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedYork, notice that such money Money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publication, any unclaimed balance of such money Money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Principal Paying Agent, it shallwill, on or before each due date of the principal of, of (and premium, if any, on ) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Issuer or each of the Guarantors Company shall have one or more Principal Paying Agents for the NotesAgents, it shallwill, on or before prior to each due date of the principal of, of (and premium, if any, on ) or interest on any Notes, irrevocably deposit with a Principal Paying Agent a sum sufficient to pay the principal, principal (and premium, if any, ) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal ofprincipal, premium or interest, and (unless such Principal Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such its action or any failure so to act. Each The Company will cause each Principal Paying AgentAgent other than the Trustee and Deutsche Bank AG, London Branch to execute and deliver to the Trustee an instrument in which such Principal Paying Agent shall agree with the Trustee, subject to the provisions of this Section 4.03Section, that such Principal Paying Agent will: (a1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums will shall be paid to such Persons or otherwise disposed of as herein provided; (b2) give the Trustee notice of any default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (c3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Principal Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Principal Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors or such Principal Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Principal Paying Agent; and, upon such payment by any Principal Paying Agent to the Trustee, such Principal Paying Agent will shall be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Principal Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of (and premium, if any) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable will shall be paid to the Issuer or each of the Guarantors at the written request of the Issuer or each of the GuarantorsCompany on Company Request, or (if then held by the Issuer or each of the GuarantorsCompany) will shall be discharged from such trust; and the Holder holder of such Note will shall thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Principal Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will shall thereupon cease; provided, however, provided that the Trustee or such Principal Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer Company mail to all registered holders or each of the Guarantors, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in London and in The Grand Duchy of Luxembourg (i) which is expected to be the Borough of Manhattan, The City of New York and (ii) for so long as such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedLuxemburger Wort), notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such mailing or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or each of the GuarantorsCompany.

Money for Note Payments to Be Held in Trust. If the Issuer or each of the Guarantors Company shall at any time act as its own Paying Agent, it shallwill, on or before each due date of the principal of, premium, if any, on or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums will shall be paid to such Persons or otherwise disposed of as herein provided provided, and will promptly notify the Trustee of its action or failure so to act. Whenever If the Issuer or each of Company is not acting as Paying Agent, the Guarantors shall have one or more Paying Agents for the Notes, it shallCompany will, on or before each due date of the principal of, premium, if any, on or interest on on, any Notes, irrevocably deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal ofprincipal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer or each of the Guarantors Company will promptly notify the Trustee of such action or any failure so to act. Each If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee, subject to the provisions of this Section 4.035.3, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of of, premium, if any, or interest on Notes in trust for the benefit of the Persons Holders entitled thereto until such sums will shall be paid to such Persons Holders or otherwise disposed of as herein provided; (b) give the Trustee notice of any default Default by the Issuer or each of the Guarantors Company (or any other obligor upon the Notes) in the making of any payment of principal of, premium, if any, or interest; andinterest on the Notes; (c) at any time during the continuance of any such defaultDefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such Paying Agent. The Issuer or each of the Guarantors will cause each Paying Agent not party to this Indenture to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03. The Issuer or each of the Guarantors Company may at any time, for the purpose of obtaining the satisfaction and discharge of the Notes this Indenture or for any other purpose, pay, or by Issuer Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or each of the Guarantors or such Paying Agent, such sums to be held in trust by the Issuer or each of the Guarantors Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or each of the Guarantors Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sumsmoney. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or each of the GuarantorsCompany, in trust for the payment of the principal of of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal principal, premium, if any, or interest has become due and payable will shall be paid to the Issuer or each Company upon receipt of the Guarantors at the written request of the Issuer or each of the Guarantorsa Company Request therefor, or (if then held by the Issuer or each of the GuarantorsCompany) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer or each of the Guarantors Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or each of the Guarantors Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such paymentrepayment, shall, upon request and may at the expense of the Issuer or each of the Guarantors, Company cause to be published once, in a newspaper published at the option of the Company 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 Times or The Wall Street Journal (iinational edition) for so long as or mail to each such Notes are listed on any stock exchange, upon publication in English in a leading newspaper of general circulation in the country in which such stock exchange is locatedHolder or both, notice that such money remains unclaimed and that, after the a date specified therein, which will shall not be less than thirty calendar 30 days from the date of such publicationpublication or mailing, any unclaimed balance of such money then remaining will shall be repaid to the Issuer or each of the GuarantorsCompany.