Common use of Money for Payments To Be Held in Trust; Paying Agent Clause in Contracts

Money for Payments To Be Held in Trust; Paying Agent. The Issuer hereby appoints the Trustee as Paying Agent for the payment of principal and interest on the Notes. As provided in Section 3.01, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 3.01 shall be made on behalf of the Issuer by the Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of Notes shall be paid over to the Issuer except as provided in this Section 3.03 and in Section 3.05. The Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided that (A) no Paying Agent shall be appointed in a jurisdiction that subjects payments on the Notes to withholding tax and (B) so long as any Offered Notes are listed on the Irish Stock Exchange and the Trustee (as Paying Agent) does not operate paying agency services in Ireland, the Issuer will maintain an Irish Paying Agent for the payment of principal and interest on such Offered Notes; provided that unless such Paying Agent has short-term debt rated “P-1” by Xxxxx’x and “A-1+” by S&P, it may not hold funds pursuant to this Indenture overnight. The Issuer hereby appoints Custom House Administration and Listing Services, Limited as the initial Irish Paying Agent. The Issuer shall give prompt written notice to the Trustee, the Rating Agencies and the Noteholders of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency. By no later than 10:00 a.m. (Boston time) on each Distribution Date, and by no later than 12:00 noon (Boston time) on any Redemption Date or the Refinancing Date, as applicable, the Issuer (provided that sufficient funds therefor are received by the Issuer) shall deposit or cause to be deposited in the Note Distribution Account from amounts on deposit in the Principal and Interest Account an aggregate sum sufficient to pay the amounts then becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Trustee) shall promptly notify the Trustee in writing of its action or failure so to act. The Issuer will cause each Paying Agent other than the Trustee and the Irish Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; (iii) immediately resign as Paying Agent and forthwith pay to the Trustee all sums held by it in 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 (iv) to the extent such Paying Agent is located in, or makes payments within, the United States, comply with all 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 may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to applicable laws with respect to escheat of funds, any money held by the Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Trustee shall also adopt and employ, at the expense and direction of the Issuer, 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 refinancing or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust; Paying Agent. The Issuer hereby appoints the Indenture Trustee as Paying Agent for the payment of principal and interest on the Notes. As provided in Section 3.01, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 3.01 3.05 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of Notes shall be paid over to the Issuer except as provided in this Section 3.03 3.03. The Issuer shall have for so long as any Notes are listed on the Irish Stock Exchange, a Paying Agent for the payment of principal and interest on such Notes in Section 3.05Ireland and where notices and demands to or upon the Issuer in respect of such Notes or this Indenture may be served and where such securities may be surrendered for registration of transfer or exchange. The Issuer hereby appoints Custom House Administration and Listing Services, Ltd. as Paying Agent for the payment of principal and interest with respect to only those securities listed on the Irish Stock Exchange. The Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided that (A) no Paying Agent shall be appointed in a jurisdiction that subjects payments on the Notes to withholding tax and (B) so long as any Offered Notes are listed on the Irish Stock Exchange and the Trustee (as Paying Agent) does not operate paying agency services in Irelandrules of such exchange so require, the Issuer will maintain an Irish in Ireland a Paying Agent for and an office or agency where notices and demands to or upon the payment Issuer in respect of principal such securities and interest on such Offered Notes; provided that unless such Paying Agent has short-term debt rated “P-1” by Xxxxx’x and “A-1+” by S&P, it may not hold funds pursuant to this Indenture overnight. The Issuer hereby appoints Custom House Administration may be served and Listing Services, Limited as the initial Irish Paying Agentwhere such Notes may be surrendered for registration of transfer or exchange. The Issuer shall give prompt written notice to the Indenture Trustee, the Rating Agencies and the Noteholders of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency. By no later than 10:00 a.m. (Boston time) on On or before the Business Day immediately preceding each Distribution Payment Date and the Repurchase Date, and by no later than 12:00 noon (Boston time) on any Redemption Date or the Refinancing Date, as applicable, the Issuer (provided that sufficient funds therefor are received by the Issuer) shall deposit or cause to be deposited in the Note Distribution Account from amounts (except in the case of the Repurchase Date) on deposit in the Principal and Interest Account an aggregate sum sufficient to pay the amounts then becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee and the Irish Paying Agent to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee notice of any default by the Issuer in the making of any payment required to be made with respect to the Notes; (iii) at any time during the continuance of any Event of Defaultsuch 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; (iiiiv) immediately resign as Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in 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 (ivv) to the extent such Paying Agent is located in, or makes payments within, the United States, comply with all 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 may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, 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 refinancing repurchase or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust; Paying Agent. The Issuer hereby appoints the Indenture Trustee as Paying Agent for the payment of principal and interest on the Notes. As provided in Section 3.01, all payments of amounts due and payable with respect to any Notes or Hedge Agreements that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 3.01 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of Notes or any Hedge Agreements shall be paid over to the Issuer except as provided in this Section 3.03 3.03. The Issuer shall have for so long as any Notes are listed on the Irish Stock Exchange, a Paying Agent for the payment of principal and interest on such Notes in Section 3.05Ireland and where notices and demands to or upon the Issuer in respect of such Notes or this Indenture may be served and where such securities may be surrendered for registration of transfer or exchange. The Issuer hereby appoints RSM Xxxxxx Xxxxxx as Paying Agent for the payment of principal and interest with respect to only those securities listed on the Irish Stock Exchange. The Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided that provided, that, (A) no Paying Agent shall be appointed in a jurisdiction that subjects payments on the Notes to withholding tax and (B) so long as any Offered Notes are listed on the Irish Stock Exchange and the Trustee (as Paying Agent) does not operate paying agency services in Irelandrules of such exchange so require, the Issuer will maintain an Irish in Ireland a Paying Agent for and an office or agency where notices and demands to or upon the payment Issuer in respect of principal such securities and interest on such Offered Notes; provided that unless such Paying Agent has short-term debt rated “P-1” by Xxxxx’x and “A-1+” by S&P, it may not hold funds pursuant to this Indenture overnight. The Issuer hereby appoints Custom House Administration may be served and Listing Services, Limited as the initial Irish Paying Agentwhere such Notes may be surrendered for registration of transfer or exchange. The Issuer shall give prompt written notice to the Indenture Trustee, the Rating Agencies and the Noteholders of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency. By no later than 10:00 a.m. (Boston time) on On or before the Business Day immediately preceding each Distribution Remittance Date and the Redemption Date, and by no later than 12:00 noon (Boston time) on any Redemption Date or the Refinancing Date, as applicable, the Issuer (provided that sufficient funds therefor are received by the Issuer) shall deposit or cause to be deposited in the Note Distribution Account from amounts on deposit in the Principal and Interest Account an aggregate sum sufficient to pay the amounts then becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee and the Irish Paying Agent to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Notes or the Hedge Agreements in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee notice of any default by the Issuer in the making of any payment required to be made with respect to the Notes or the Hedge Agreements; (iii) at any time during the continuance of any Event of Defaultsuch 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; (iiiiv) immediately resign as Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes or the Hedge Agreements 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 (ivv) to the extent such Paying Agent is located in, or makes payments within, the United States, comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes or the Hedge Agreements of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, 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 refinancing or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust; Paying Agent. The Issuer hereby appoints the Indenture Trustee as Paying Agent for the payment of principal and interest on the Notes. As provided in Section 3.01, all payments of amounts due and payable with respect to any Notes or Hedge Agreements that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 3.01 3.05 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of Notes or any Hedge Agreements shall be paid over to the Issuer except as provided in this Section 3.03 3.03. The Issuer shall have for so long as any Notes are listed on the Irish Stock Exchange, a Paying Agent for the payment of principal and interest on such Notes in Section 3.05Ireland and where notices and demands to or upon the Issuer in respect of such Notes or this Indenture may be served and where such securities may be surrendered for registration of transfer or exchange. The Issuer hereby appoints JX Xxxxxx Bank (Ireland) PLC as Paying Agent for the payment of principal and interest with respect to only those securities listed on the Irish Stock Exchange. The Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided provided, that (A) no Paying Agent shall be appointed in a jurisdiction that subjects payments on the Notes to withholding tax and (B) so long as any Offered Notes are listed on the Irish Stock Exchange and the Trustee (as Paying Agent) does not operate paying agency services in Irelandrules of such exchange so require, the Issuer will maintain an Irish in Ireland a Paying Agent for and an office or agency where notices and demands to or upon the payment Issuer in respect of principal such securities and interest on such Offered Notes; provided that unless such Paying Agent has short-term debt rated “P-1” by Xxxxx’x and “A-1+” by S&P, it may not hold funds pursuant to this Indenture overnight. The Issuer hereby appoints Custom House Administration may be served and Listing Services, Limited as the initial Irish Paying Agentwhere such Notes may be surrendered for registration of transfer or exchange. The Issuer shall give prompt written notice to the Indenture Trustee, the Rating Agencies and the Noteholders of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency. By no later than 10:00 a.m. (Boston time) on On or before the Business Day immediately preceding each Distribution Payment Date and the Repurchase Date, and by no later than 12:00 noon (Boston time) on any Redemption Date or the Refinancing Date, as applicable, the Issuer (provided that sufficient funds therefor are received by the Issuer) shall deposit or cause to be deposited in the Note Distribution Account from amounts (except in the case of the Repurchase Date) on deposit in the Principal and Interest Account an aggregate sum sufficient to pay the amounts then becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee and the Irish Paying Agent to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Notes or the Hedge Agreements in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee notice of any default by the Issuer in the making of any payment required to be made with respect to the Notes or the Hedge Agreements; (iii) at any time during the continuance of any Event of Defaultsuch 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; (iiiiv) immediately resign as Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes or the Hedge Agreements 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 (ivv) to the extent such Paying Agent is located in, or makes payments within, the United States, comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes or the Hedge Agreements of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, 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 refinancing repurchase or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust; Paying Agent. The Issuer hereby appoints the Indenture Trustee as Paying Agent for the payment of principal and interest on the Notes. As provided in Section 3.01, all payments of amounts due and payable with respect to any Notes or Hedge Agreements that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 3.01 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of Notes or any Hedge Agreements shall be paid over to the Issuer except as provided in this Section 3.03 3.03. The Issuer shall have for so long as any Notes are listed on the Irish Stock Exchange, a Paying Agent for the payment of principal and interest on such Notes in Section 3.05Ireland and where notices and demands to or upon the Issuer in respect of such Notes or this Indenture may be served and where such securities may be surrendered for registration of transfer or exchange. The Issuer hereby appoints JX Xxxxxx Bank (Ireland) PLC as Paying Agent for the payment of principal and interest with respect to only those securities listed on the Irish Stock Exchange. The Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided provided, that (A) no Paying Agent shall be appointed in a jurisdiction that subjects payments on the Notes to withholding tax and (B) so long as any Offered Notes are listed on the Irish Stock Exchange and the Trustee (as Paying Agent) does not operate paying agency services in Irelandrules of such exchange so require, the Issuer will maintain an Irish in Ireland a Paying Agent for and an office or agency where notices and demands to or upon the payment Issuer in respect of principal such securities and interest on such Offered Notes; provided that unless such Paying Agent has short-term debt rated “P-1” by Xxxxx’x and “A-1+” by S&P, it may not hold funds pursuant to this Indenture overnight. The Issuer hereby appoints Custom House Administration may be served and Listing Services, Limited as the initial Irish Paying Agentwhere such Notes may be surrendered for registration of transfer or exchange. The Issuer shall give prompt written notice to the Indenture Trustee, the Rating Agencies and the Noteholders of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency. By no later than 10:00 a.m. (Boston time) on On or before the Business Day immediately preceding each Distribution Payment Date and the Repurchase Date, and by no later than 12:00 noon (Boston time) on any Redemption Date or the Refinancing Date, as applicable, the Issuer (provided that sufficient funds therefor are received by the Issuer) shall deposit or cause to be deposited in the Note Distribution Account from amounts (except in the case of the Repurchase Date) on deposit in the Principal and Interest Account an aggregate sum sufficient to pay the amounts then becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee and the Irish Paying Agent to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Notes or the Hedge Agreements in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee notice of any default by the Issuer in the making of any payment required to be made with respect to the Notes or the Hedge Agreements; (iii) at any time during the continuance of any Event of Defaultsuch 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; (iiiiv) immediately resign as Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes or the Hedge Agreements 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 (ivv) to the extent such Paying Agent is located in, or makes payments within, the United States, comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes or the Hedge Agreements of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, 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 refinancing repurchase or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust; Paying Agent. The Issuer hereby appoints the Indenture Trustee as Paying Agent for the payment of principal and interest on the Notes and, with respect to the Class A-2 Notes, the Class A-2 Commitment Fee and any Class A-2 Increased Costs or Class A-2 Breakage Costs. As provided in Section 3.01, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 3.01 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of Notes shall be paid over to the Issuer except as provided in this Section 3.03 3.03. The Issuer shall have for so long as any Notes are listed on the Irish Stock Exchange, a Paying Agent for the payment of principal and interest on such Notes in Section 3.05Ireland and where notices and demands to or upon the Issuer in respect of such Notes or this Indenture may be served and where such securities may be surrendered for registration of transfer or exchange. The Issuer hereby appoints XX Xxxxxx Bank (Ireland) PLC as Paying Agent for the payment of principal and interest with respect to only those securities listed on the Irish Stock Exchange. The Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided that provided, that, (A) no Paying Agent shall be appointed in a jurisdiction that subjects payments on the Notes to withholding tax and (B) so long as any Offered Notes are listed on the Irish Stock Exchange and the Trustee (as Paying Agent) does not operate paying agency services in Irelandrules of such exchange so require, the Issuer will maintain an Irish in Ireland a Paying Agent for and an office or agency where notices and demands to or upon the payment Issuer in respect of principal such securities and interest on such Offered Notes; provided that unless such Paying Agent has short-term debt rated “P-1” by Xxxxx’x and “A-1+” by S&P, it may not hold funds pursuant to this Indenture overnight. The Issuer hereby appoints Custom House Administration may be served and Listing Services, Limited as the initial Irish Paying Agentwhere such Notes may be surrendered for registration of transfer or exchange. The Issuer shall give prompt written notice to the Indenture Trustee, the Rating Agencies Agencies, the Class A-2 Agent and the Noteholders of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency. By no later than 10:00 a.m. (Boston time) on each Distribution Date, and by no later than 12:00 noon (Boston time) on any Redemption the Repurchase Date or the Refinancing Date, as applicable, the Issuer (provided that sufficient funds therefor are received by the Issuer) shall deposit or cause to be deposited in the Note Distribution Account from amounts on deposit in the Principal and Interest Account an aggregate sum sufficient to pay the amounts then becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee and the Irish Paying Agent to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee notice of any default by the Issuer in the making of any payment required to be made with respect to the Notes; (iii) at any time during the continuance of any Event of Defaultsuch 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; (iiiiv) immediately resign as Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in 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 (ivv) to the extent such Paying Agent is located in, or makes payments within, the United States, comply with all 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 may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, 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 refinancing repurchase or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust; Paying Agent. The Issuer hereby appoints the Indenture Trustee as Paying Agent for the payment of principal and interest on the Notes. As provided in Section 3.01, all payments of amounts due and payable with respect to any Notes or Xxxxxx that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 3.01 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of Notes or any Xxxxxx shall be paid over to the Issuer except as provided in this Section 3.03 3.03. The Issuer shall have for so long as any Notes are listed on the Irish Stock Exchange, a Paying Agent for the payment of principal and interest on such Notes in Section 3.05Ireland and where notices and demands to or upon the Issuer in respect of such Notes or this Indenture may be served and where such securities may be surrendered for registration of transfer or exchange. The Issuer hereby appoints RSM Xxxxxx Xxxxxx as Paying Agent for the payment of principal and interest with respect to only those securities listed on the Irish Stock Exchange. The Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided that provided, that, (A) no Paying Agent shall be appointed in a jurisdiction that subjects payments on the Notes to withholding tax and (B) so long as any Offered Notes are listed on the Irish Stock Exchange and the Trustee (as Paying Agent) does not operate paying agency services in Irelandrules of such exchange so require, the Issuer will maintain an Irish in Ireland a Paying Agent for and an office or agency where notices and demands to or upon the payment Issuer in respect of principal such securities and interest on such Offered Notes; provided that unless such Paying Agent has short-term debt rated “P-1” by Xxxxx’x and “A-1+” by S&P, it may not hold funds pursuant to this Indenture overnight. The Issuer hereby appoints Custom House Administration may be served and Listing Services, Limited as the initial Irish Paying Agentwhere such Notes may be surrendered for registration of transfer or exchange. The Issuer shall give prompt written notice to the Indenture Trustee, the Rating Agencies and the Noteholders of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency. By no later than 10:00 a.m. (Boston time) on On or before the Business Day immediately preceding each Distribution Remittance Date, and by no later than 12:00 noon (Boston time) on any Redemption Date or the Refinancing Date, as applicable, the Issuer (provided that sufficient funds therefor are received by the Issuer) shall deposit or cause to be deposited in the Note Distribution Account from amounts on deposit in the Principal and Interest Account an aggregate sum sufficient to pay the amounts then becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act. The Issuer will cause each Paying Agent other than the Indenture Trustee and the Irish Paying Agent to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Notes or the Xxxxxx in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee notice of any default by the Issuer in the making of any payment required to be made with respect to the Notes or the Xxxxxx; (iii) at any time during the continuance of any Event of Defaultsuch 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; (iiiiv) immediately resign as Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes or the Xxxxxx 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 (ivv) to the extent such Paying Agent is located in, or makes payments within, the United States, comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes or the Xxxxxx of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, 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 refinancing or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Money for Payments To Be Held in Trust; Paying Agent. The Issuer hereby appoints the Trustee as Paying Agent for the payment of principal and interest on the Notes and, with respect to the Class A-2 Notes, the Class A-2 Commitment Fee and any Class A-2 Increased Costs or Class A-2 Breakage Costs. As provided in Section 3.01, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 3.01 shall be made on behalf of the Issuer by the Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of Notes shall be paid over to the Issuer except as provided in this Section 3.03 3.03. The Issuer shall have for so long as any Notes are listed on the Irish Stock Exchange, a Paying Agent for the payment of principal and interest on such Notes in Section 3.05Ireland and where notices and demands to or upon the Issuer in respect of such Notes or this Indenture may be served and where such securities may be surrendered for registration of transfer or exchange. The Issuer hereby appoints XX Xxxxxx Bank (Ireland) PLC as Paying Agent for the payment of principal and interest with respect to only those securities listed on the Irish Stock Exchange. The Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided that (A) no Paying Agent shall be appointed in a jurisdiction that subjects payments on the Notes to withholding tax and (B) so long as any Offered Notes are listed on the Irish Stock Exchange and the Trustee (as Paying Agent) does not operate paying agency services in Irelandrules of such exchange so require, the Issuer will maintain an Irish in Ireland a Paying Agent for and an office or agency where notices and demands to or upon the payment Issuer in respect of principal such securities and interest on such Offered Notes; provided that unless such Paying Agent has short-term debt rated “P-1” by Xxxxx’x and “A-1+” by S&P, it may not hold funds pursuant to this Indenture overnight. The Issuer hereby appoints Custom House Administration may be served and Listing Services, Limited as the initial Irish Paying Agentwhere such Notes may be surrendered for registration of transfer or exchange. The Issuer shall give prompt written notice to the Trustee, the Rating Agencies Agencies, the Class A-2 Agent and the Noteholders of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency. By no later than 10:00 a.m. (Boston time) on each Distribution Date, and by no later than 12:00 noon (Boston time) on any Redemption the Repurchase Date or the Refinancing Date, as applicable, the Issuer (provided that sufficient funds therefor are received by the Issuer) shall deposit or cause to be deposited in the Note Distribution Account from amounts on deposit in the Principal and Interest Account an aggregate sum sufficient to pay the amounts then becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Trustee) shall promptly notify the Trustee in writing of its action or failure so to act. The Issuer will cause each Paying Agent other than the Trustee and the Irish Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will: (i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Trustee notice of any default by the Issuer in the making of any payment required to be made with respect to the Notes; (iii) at any time during the continuance of any Event of Defaultsuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; (iiiiv) immediately resign as Paying Agent and forthwith pay to the Trustee all sums held by it in 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 (ivv) to the extent such Paying Agent is located in, or makes payments within, the United States, comply with all 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 may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to applicable laws with respect to escheat of funds, any money held by the Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Trustee shall also adopt and employ, at the expense and direction of the Issuer, 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 refinancing repurchase or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Trustee or of any Paying Agent, at the last address of record for each such Holder).