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

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal, premium, interest or Special Interest, if any, with respect to the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, interest or Special Interest, if any, so becoming due until such sums 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 Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal, premium, interest or Special Interest, if any, with respect to the Notes, 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, interest or Special Interest, if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest or Special Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principalprincipal of, premium, interest or Special Interest, if any, with respect to 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, interest or Special Interest, if any, or interest so becoming due until such sums 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 Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principalprincipal of, premium, interest or Special Interest, if any, with respect to the or interest on any Notes, 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, interest or Special Interest, if any, or interest so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, premium or interest or Special Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If the Company an Issuer shall at any time act as its own the Paying Agent, it willshall, on or before 12:00 p.m., New York City time on each due date of the principal, principal of (and premium, interest or Special Interest, if any) or interest on, with respect to 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, interest or Special Interest, if any, ) or interest so becoming due until such sums 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 If an Issuer is not acting as the Company shall have one or more Paying Agents for Agent, the Notes, it willIssuers shall, on or before prior to 12:00 p.m., New York City time on each due date of the principal, principal of (and premium, interest or Special Interest, if any) or interest on, with respect to the any Notes, 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, interest or Special Interest, if any) or interest, so becoming due (or at the option of the Companydue, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest premium or Special Interest, if anyinterest, and (unless such Paying Agent is the Trustee) the Company will Issuers shall promptly notify the Trustee of such their action or any failure so to act. The Company will If an Issuer is not acting as the Paying Agent, the Issuers shall cause each any 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 SectionSection 403, that such Paying Agent will:shall

Money for Payments To Be Held in Trust. If As provided in Section 8.2(a ) and (b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Collection Account and the Note Distribution Account pursuant to Section 8.2(c) shall at any time act as its own be made on behalf of the Issuer by the Indenture Trustee or by the Paying Agent, it will, on and no amounts so withdrawn from the Collection Account and the Note Distribution Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On or before the third Business Day preceding each due date of Distribution Date and Redemption Date, the principal, premium, interest Indenture Trustee shall deposit or Special Interest, if any, with respect cause to be deposited in the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a Note Distribution Account an aggregate sum sufficient to pay the principal, premium, interest amounts due on such Distribution Date or Special Interest, if any, so becoming due until such sums 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 Company shall have one or more Paying Agents for Redemption Date under the Notes, it will, on or before each due date of the principal, premium, interest or Special Interest, if any, with respect to the Notes, 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, interest or Special Interest, if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest or Special Interest, if anythereto, and (unless such the Paying Agent is the Indenture Trustee) the Company will shall promptly notify the Indenture Trustee of such its action or any failure so to act. Any Paying Agent shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee and the Securities Insurer. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section 6.11. The Company Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) which is not, at the time of such appointment, a Depository Institution. The Issuer will cause each Paying Agent other than the Trustee Administrator to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the TrusteeIndenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. If All payments of amounts due and payable with respect to any Notes and Preferred Shares that are to be made from amounts withdrawn from the Company Payment Account shall at any time act as its own be made on behalf of the Co-Issuers by the Trustee or a Paying AgentAgent with respect to payments on the Notes in accordance with this Indenture or to the Preferred Share Paying Agent for distribution on the Preferred Shares in accordance with the Preferred Share Paying Agency Agreement. When the Co-Issuers shall have a Paying Agent that is not also a Note Registrar, it willshall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Co-Issuers shall have a Paying Agent other than the Trustee, it shall, on or before the Business Day next preceding each due date of Distribution Date or Redemption Date, as the principalcase may be, premiumdirect the Trustee to deposit on such Distribution Date or Redemption Date, interest or Special Interestas the case may be, with such Paying Agent, if anynecessary, with respect to the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a an aggregate sum sufficient to pay the principal, premium, interest or Special Interest, if any, so becoming due until such sums 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 Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal, premium, interest or Special Interest, if any, with respect to the Notes, 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, interest or Special Interest, if any, so amounts then becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth extent funds are then available for such purpose in the register of Holders of Notes; provided that all payments with respect to Notes represented by one Payment Account or more permanent global Notes will be paid by wire transfer of immediately available funds to Principal Collection Account, as the account of the Depository Trust Company or any successor thereto) case may be), such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest or Special Interest, if any, thereto and (unless such Paying Agent is the Trustee) the Company will Co-Issuers shall promptly notify the Trustee of such its action or any failure so to act. Any Moneys deposited with a Paying Agent (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Section 10. The Company will initial paying agent shall be as set forth in Section 7.2. Any additional or successor paying agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided, that so long as any Class of Notes is rated by the Rating Agencies and with respect to any additional or successor paying agent for the Notes, (i) either (a) the Paying Agent for the Notes has a rating of not less than “AA-” and not less than “A-1+” by Standard & Poor’s and a rating of not less than “AA-” and not less than “F1+” by Fitch or (ii) the Rating Condition with respect to the appointment of such Paying Agent shall have been satisfied. In the event that (i) such successor paying agent ceases to have a rating of at least “AA-” and of “A-l+” by Standard & Poor’s and a rating of at least “AA-” and of “F1+” by Fitch or (ii) the Rating Condition with respect to the appointment of such Paying Agent shall not have been satisfied, the Co-Issuers shall promptly remove such Paying Agent and appoint a successor paying agent. The Co-Issuers shall not appoint any Paying Agent (other than an initial paying agent) that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Co-Issuers shall 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 TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, that such Paying Agent will:

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal, premium, principal of or interest or Special Interest, if any, with respect to 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, principal or interest or Special Interest, if any, so becoming due until such sums 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 Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal, premium, principal of or interest or Special Interest, if any, with respect to the on any Notes, 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, principal or interest or Special Interest, if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, principal or interest or Special Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Payment Account pursuant to Article V of the Sale and Servicing Agreement shall at any time act as its own be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, it will, on and no amounts so withdrawn from such accounts for payments of Notes shall be paid over to the Issuer except as provided in this Section 3.03. On or before the Business Day preceding each due date of Payment Date, the principal, premium, interest Issuer shall deposit or Special Interest, if any, with respect cause to be deposited in the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a Payment Account an aggregate sum sufficient to pay the principal, premium, interest or Special Interest, if any, so amounts then becoming due until such sums 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 Company shall have one or more Paying Agents for under the Notes, it will, on or before each due date of the principal, premium, interest or Special Interest, if any, with respect to the Notes, 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, interest or Special Interest, if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest or Special Interest, if anythereto, and (unless such the Paying Agent is the Indenture Trustee) the Company will shall promptly notify the Indenture Trustee of such its action or any failure so to act. Any Paying Agent shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee and, so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer, the Insurer. Any Paying Agent appointed by the Issuer shall be a Person that would be eligible to be Indenture Trustee hereunder as provided in Section 6.11. The Company will Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) which is not, at the time of such appointment, a Depository Institution. The Issuer shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and, so long as any Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer, the Insurer an instrument in which such Paying Agent shall agree with the TrusteeIndenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will:

Money for Payments To Be Held in Trust. If Any money or other property deposited with the Agent, in trust for payment with respect to any Unit, remaining unclaimed for two years after such payment has become due and payable shall be paid to the Corporation on request of the Corporation pursuant to an Officer's Certificate; and the Holder of such Unit shall thereafter, as an unsecured general creditor, look only to the Corporation for payment thereof, and all liability of the Agent with respect to such trust money or other property shall thereupon cease; provided that the Agent, before making any such repayment, may (but shall not be obligated to) at the expense of the Company shall at notify (i) in the case of Registered Units evidenced by Unit Certificates, the Holders, (ii) in the case of Units evidenced by one or more global Unit Certificates, the participants of the Depositary, and (iii) in the case of Bearer Units evidenced by Unit Certificates, the holders thereof, in each case pursuant to Section 11.06, that said money has not been so applied and remains unclaimed and that after a date named in the notification any time act unclaimed balance of said money then remaining will be returned to the Company. In the event that (i) the Corporation has delivered Purchase Contract Property (or the cash value thereof) to the Agent against tender of payment for such Purchase Contract Property or Warrant Property (or the cash value thereof) to the Warrant Agent against tender of payment for such Warrant Property (or, in the case of Purchase Contracts or Warrants calling for the purchase of Purchase Contract Property or Warrant Property, as its own Paying the case may be, by the Corporation, the Corporation has tendered payment) and (ii) a Holder of a Unit Certificate fails to present and surrender the appropriate Unit Certificate to the Agent or Warrant Agent, it willas appropriate, on the Purchase Contract Property, the Warrant Property or before each due date the cash value thereof or the Corporation's payment for Purchase Contract Property or Warrant Property, as the case may be, deliverable upon settlement of the principalPurchase Contracts or Warrants, premiumas the case may be, interest or Special Interestevidenced by such Unit Certificate, together with any distributions thereon (and, if any, an effective Cash Settlement with respect to the Notesobligations under such Purchase Contracts or Warrants has been made, segregate and hold payments in trust respect of principal of any Debt Securities that are part of such Units), shall be held by the Agent, in trust, for the benefit of the Persons entitled thereto a sum sufficient to pay the principalsuch Holder, premium, interest or Special Interest, if any, so becoming due until such sums Unit Certificate is presented and surrendered or such Holder delivers to the Agent, the Warrant Agent, the Trustee, and the Corporation (A) evidence to their satisfaction that such certificate has been destroyed, lost or stolen and (B) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless. In the event such Unit Certificate is not presented and surrendered or such Holder does not satisfy the applicable conditions specified in the preceding sentence on or prior to the date two years after the date of settlement of the related Purchase Contract or Warrant, as the case may be, any distributions received by the Agent with respect to the Purchase Contract Property delivered in respect of the Unit Certificates shall be paid to such Persons or otherwise disposed the Corporation, on the request of as herein providedthe Corporation pursuant to an Officer's Certificate, and will promptly notify the Trustee Holders of its action or failure so such Unit shall thereafter, as unsecured general creditors, look only to act. Whenever the Company shall have one or more Paying Agents Corporation for the Notes, it will, on or before each due date payment thereof and all liability of the principal, premium, interest or Special Interest, if any, Agent with respect to the Notes, 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, interest or Special Interest, if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest or Special Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. 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 assets shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:thereafter cease.

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal, premium, interest or Special Interest, if any, with respect to the NotesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, interest or Special Interest, if any, so becoming due until such sums 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 Company shall have one or more Paying Agents for the NotesSecurities, it will, on or before each due date of the principal, premium, interest or Special Interest, if any, with respect to the NotesSecurities, 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, interest or Special Interest, if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes Securities at their respective addresses set forth in the register of Holders of NotesSecurities; provided that all payments with respect to Notes Securities represented by one or more permanent global Notes Securities will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest or Special Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If the Company or the Guarantor shall at any time act as its own Paying AgentAgent with respect to the Senior Debt Securities of any series, it will, on or before each due date for payment of the principal, principal of (and premium, interest if any) or Special Interestinterest, if any, with respect to on any of the NotesSenior Debt Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal (and premium, interest if any) or Special Interestinterest, if any, so becoming due until such sums 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 the Company and the Guarantor shall have one or more Paying Agents for the Notesany series of Senior Debt Securities, it will, on or before prior to each due date for payment of the principal, principal of (and premium, interest if any) or Special Interestinterest, if any, with respect to the Notes, on any Senior Debt Securities of that series 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, interest if any) or Special Interestinterest, if any, so becoming due (or at the option of the Companydue, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest premium or Special Interest, if anyinterest, and (unless such Paying Agent is the Trustee) the Company or the Guarantor will promptly notify the Trustee of such its action or any its failure so to act. Unless otherwise specified as contemplated by Section 3.01, the Trustee shall be the Company’s and the Guarantor Paying Agent. The Company and the Guarantor will cause each Paying Agent for any series of Senior Debt Securities 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principalprincipal of, premium, interest or Special Interest, if any, with respect to 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 or Special InterestLiquidated Damages, if any, so becoming due until such sums 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 Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principalprincipal of, premium, interest or Special Interest, if any, with respect to the or interest or Liquidated Damages, if any, on any Notes, 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, or interest or Special InterestLiquidated Damages, if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, premium or interest or Special InterestLiquidated Damages, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal, premium, interest or Special InterestLiquidated Damages, if any, with respect to the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, interest or Special InterestLiquidated Damages, if any, so becoming due until such sums 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 Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal, premium, interest or Special InterestLiquidated Damages, if any, with respect to the Notes, 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, interest or Special InterestLiquidated Damages, if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest or Special InterestLiquidated Damages, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If All payments of amounts due and payable with respect to any Notes and Preferred Shares that are to be made from amounts withdrawn from the Company Payment Account shall at any time act as its own be made on behalf of the Co-Issuers by the Trustee or a Paying AgentAgent with respect to payments on the Notes in accordance with this Indenture or to the Preferred Share Paying Agent for distribution on the Preferred Shares in accordance with the Preferred Share Paying Agency Agreement. When the Co-Issuers shall have a Paying Agent that is not also a Note Registrar, it willshall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder. Whenever the Co-Issuers shall have a Paying Agent other than the Trustee, it shall, on or before the Business Day next preceding each due date of Distribution Date or Redemption Date, as the principalcase may be, premiumdirect the Trustee to deposit on such Distribution Date or Redemption Date, interest or Special Interestas the case may be, with such Paying Agent, if anynecessary, with respect to the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a an aggregate sum sufficient to pay the principal, premium, interest or Special Interest, if any, so becoming due until such sums 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 Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal, premium, interest or Special Interest, if any, with respect to the Notes, 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, interest or Special Interest, if any, so amounts then becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth extent funds are then available for such purpose in the register of Holders of Notes; provided that all payments with respect to Notes represented by one Payment Account or more permanent global Notes will be paid by wire transfer of immediately available funds to Principal Collection Account, as the account of the Depository Trust Company or any successor thereto) case may be), such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest or Special Interest, if any, thereto and (unless such Paying Agent is the Trustee) the Company will Co-Issuers shall promptly notify the Trustee of such its action or any failure so to act. Any Moneys deposited with a Paying Agent (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Section 10. The Company will initial paying agent shall be as set forth in Section 7.2. Any additional or successor paying agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided, that so long as any Class of Notes is rated by the Rating Agencies and with respect to any additional or successor paying agent for the Notes, (i) either (a) the Paying Agent for the Notes has a rating of not less than “AA-” and not less than “A-1+” by Standard & Poor’s and a rating of not less than “AA-” and not less than “F1+” by Fitch or (ii) the Rating Condition with respect to the appointment of such Paying Agent shall have been satisfied. In the event that (i) such successor paying agent ceases to have a rating of at least “AA-” and of “A-1+” by Standard & Poor’s and a rating of at least “AA-” and of “F1+” by Fitch or (ii) the Rating Condition with respect to the appointment of such Paying Agent shall not have been satisfied, the Co-Issuers shall promptly remove such Paying Agent and appoint a successor paying agent. The Co-Issuers shall not appoint any Paying Agent (other than an initial paying agent) that is not, at the time of such appointment, a depository institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Co-Issuers shall 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 TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 7.3, that such Paying Agent will:

Money for Payments To Be Held in Trust. If (a) As provided in Section 8.02(a), all payments of Principal of and Interest on the Company Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) or Section 4.03 shall at any time act as its own be made on behalf of the Issuer by the Trustee or by another Paying Agent, it will, on or before each due date and no amounts so withdrawn from the Collection Account for payments of the principal, premium, interest or Special Interest, if any, with respect to the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, interest or Special Interest, if any, so becoming due until such sums Bonds shall be paid to such Persons or otherwise disposed of the Issuer except as herein provided, provided in this Section 3.03 and will promptly notify the Trustee of its action or failure so to actin Section 8.02. Whenever the Company (b) The Issuer shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal, premium, interest or Special Interest, if any, with respect to the Notes, 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, interest or Special Interest, if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest or Special Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. 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 TrusteeTrustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this SectionSection 3.03, that such Paying Agent will:: (i) hold all sums held by it for the payment of Principal of or Interest on the Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Trustee, the Commission, and the Rating Agencies notice of any Default by the Issuer (or any other obligor upon the Bonds) of which the Paying Agent has actual knowledge in the making of any payment required to be made with respect to the Bonds; (iii) 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; (iv) immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by the Paying Agent in trust for the payment of Bonds if at any time the Paying Agent ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and 15 <PAGE> (v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) 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. (d) Subject to applicable laws with respect to abandoned property, any money held by the Trustee or any Paying Agent in trust for the payment of any amount of Principal of or Interest on any Bond 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; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, 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 may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in money due and payable but not claimed is determinable from the records of a Fiduciary, at the last address of record for each such Holder). Section 3.04

Money for Payments To Be Held in Trust. If the Company or the Guarantor shall at any time act as its own Paying AgentAgent with respect to the Senior Debt Securities of any series, it will, on or before each due date for payment of the principal, principal of (and premium, interest if any) or Special Interestinterest, if any, with respect to if any, on any of the NotesSenior Debt Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal (and premium, interest if any) or Special Interestinterest, if any, so becoming due until such sums 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 the Company and the Guarantor shall have one or more Paying Agents for the Notesany series of Senior Debt Securities, it will, on or before prior to each due date for payment of the principal, principal of (and premium, interest if any) or Special Interestinterest, if any, with respect to the Notes, on any Senior Debt Securities of that series 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, interest if any) or Special Interestinterest, if any, so becoming due (or at the option of the Companydue, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest premium or Special Interest, if anyinterest, and (unless such Paying Agent is the Trustee) the Company or the Guarantor will promptly notify the Trustee of such its action or any its failure so to act. Unless otherwise specified as contemplated by Section 3.01, the Trustee shall be the Company’s and the Guarantor’s Paying Agent. The Company and the Guarantor will cause each Paying Agent for any series of Senior Debt Securities 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it willshall, on or before 12:00 p.m., New York City time, on each due date of the principal, principal of (and premium, interest or Special Interest, if any) or interest on, with respect to 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, interest or Special Interest, if any, ) or interest so becoming due until such sums 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 so to act. Whenever If the Company shall have one or more is not acting as Paying Agents for the NotesAgent, it willshall, on or before prior to 12:00 p.m., New York City time, on each due date of the principal, principal of (and premium, interest or Special Interest, if any) or interest on, with respect to the Notes, 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, interest or Special Interest, if any) or interest, so becoming due (or at the option of the Companydue, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest premium or Special Interest, if anyinterest, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee in writing of such its action or any failure so to act. The If the Company will is not acting as Paying Agent, the Company shall cause each any Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which 97 such Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 403, that such Paying Agent will:shall (1) hold all sums held by it for the payment of principal of (and premium, if any) or interest on Notes of such series 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; (2) give the Trustee notice of any default by the Company (or any other obligor upon the Notes) in the making of any such payment of principal (and premium, if any) or interest; (3) 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) 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 Company may at any time, for the purpose of obtaining the satisfaction and discharge of such Notes, this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the 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 Company or 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. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of 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 shall be paid to the Company upon Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof unless an applicable abandoned property law designates another Person, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. Section 404. [Reserved]. Section 405.

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it willshall, on or before 12:00 p.m., New York City time, on each due date of the principal, principal of (and premium, interest or Special Interest, if any) or interest on, with respect to 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, interest or Special Interest, if any, ) or interest so becoming due until such sums 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 so to act. Whenever 97 1010271152v11010271152_5.doc If the Company shall have one or more is not acting as Paying Agents for the NotesAgent, it willshall, on or before prior to 12:00 p.m., New York City time, on each due date of the principal, principal of (and premium, interest or Special Interest, if any) or interest on, with respect to the Notes, 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, interest or Special Interest, if any) or interest, so becoming due (or at the option of the Companydue, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest premium or Special Interest, if anyinterest, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee in writing of such its action or any failure so to act. The If the Company will is not acting as Paying Agent, the Company shall cause each any 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 SectionSection 403, that such Paying Agent will:shall (1) hold all sums held by it for the payment of principal of (and premium, if any) or interest on Notes of such series 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; (2) give the Trustee notice of any default by the Company (or any other obligor upon the Notes) in the making of any such payment of principal (and premium, if any) or interest; (3) 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) 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 Company may at any time, for the purpose of obtaining the satisfaction and discharge of such Notes, this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the 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 Company or 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. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of 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 shall be paid to the Company upon Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof unless an applicable abandoned property law designates another Person, and all liability of the 98 1010271152v11010271152_5.doc Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. Section 404. [Reserved]. Section 405.

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal, premium, premium or interest or Special Interest, if any, with respect to the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, premium or interest or Special Interest, if any, so becoming due until such sums 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 Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal, premium, premium or interest or Special Interest, if any, with respect to the Notes, deposit with a Paying Agent a sum U.S. Dollars or Euros, as applicable, 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, premium or interest or Special Interest, if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company in the case of the Dollar Notes, or any successor thereto, or to the Common Depositary, in the case of the Euro Notes, or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, premium or interest or Special Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of such action or any failure so to act. 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If As provided in Section 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Company Collection Account pursuant to Article VI of the Transfer and Servicing Agreement shall at any time act as its own be made on behalf of the Issuing Entity by the Indenture Trustee, the Trust Administrator or by another Paying Agent, it will, on and no amounts so withdrawn from the such account for payments of Notes shall be paid over to the Issuing Entity except as provided in this Section. On or before the Business Day preceding each due date of Payment Date, the principal, premium, interest Issuing Entity shall deposit or Special Interest, if any, with respect cause to be deposited in the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a Collection Account an aggregate sum sufficient to pay the principal, premium, interest or Special Interest, if any, so amounts then becoming due until such sums 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 Company shall have one or more Paying Agents for under the Notes, it will, on or before each due date of the principal, premium, interest or Special Interest, if any, with respect to the Notes, 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, interest or Special Interest, if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest or Special Interest, if anythereto, and (unless such the Paying Agent is the Indenture Trustee) the Company will shall promptly notify the Indenture Trustee of such its action or any failure so to act. The Company will Trust Administrator is hereby appointed the initial Paying Agent. Any successor Paying Agent shall be appointed by Issuing Entity Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuing Entity shall be a Person that would be eligible to be Indenture Trustee hereunder as provided in Section 6.11. The Issuing Entity shall not appoint any Paying Agent (other than the Indenture Trustee) which is not, at the time of such appointment, a Depository Institution. The Issuing Entity shall cause each Paying Agent other than the Indenture Trustee or the Trust Administrator, as initial Paying Agent, to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the TrusteeIndenture Trustee (and if the Indenture Trustee or the Trust Administrator acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

Money for Payments To Be Held in Trust. If As provided in Sections 5.04(b) and 8.04, all payments of amounts due and payable with respect to any Notes[, or to the Company shall at any time act as its own Paying AgentSwap Counterparty] that are to be made from amounts withdrawn from the Note Distribution Account, it will, on or before each due date of the principal, premium, interest or Special InterestReserve Account, if any, [or, as applicable, the Swap Termination Payment Account, if any,] shall be made on behalf of the Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn therefrom for payments on Notes (or to the Swap Counterparty, as the case may be,] shall be paid over to the Issuing Entity except as provided in this Section. All payments of amounts due and payable with respect to any Notes or Trust Certificates that are to be made from amounts withdrawn from the Note Distribution Account or Reserve Account pursuant to Sections 3.01, 4.02 and 4.03 shall be made on behalf of the Issuing Entity by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from such accounts for payments of Notes or Trust Certificates shall be paid over to the Issuing Entity or the Owner Trustee, except as provided by this Section. On each Payment Date and Redemption Date, the Issuing Entity shall deposit or cause to be deposited (including the provision of instructions to the Indenture Trustee to make any required withdrawals from the Reserve Account) into the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, segregate and the Paying Agent shall hold such sum in trust for the benefit of the Persons entitled thereto a sum sufficient and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of any failure by the Issuing Entity to pay effect such deposit. [The Indenture Trustee will promptly, on the principaldate of receipt, premium, interest or Special Interestdeposit all [Net Swap][Cap] Receipts, if any, so becoming due until such sums shall be paid received by it into and, subject to such Persons or otherwise disposed of as herein providedSection 2.14, and will promptly notify transfer the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for the Notes, it will, amounts on or before each due date of the principal, premium, interest or Special Interestdeposit, if any, with respect to in the Notes, 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, interest or Special Interest[Swap Termination Payment Account][Cap Termination Account], if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders 20[●]-[●] SUBI Collection Account. The Servicer will promptly, on the date of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that receipt, deposit all payments with respect to Notes represented [Net Swap Receipts][Cap Receipts] received by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest or Special Interestit, if any, into the 200[●]-[●] SUBI Collection Account.] The Indenture Trustee, as Paying Agent, hereby agrees with the Issuing Entity that it will, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. The Company Issuing Entity will cause each Paying Agent other than the Trustee Indenture Trustee, as a condition to its acceptance of its appointment as Paying Agent, 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, that such Paying Agent willshall:

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying AgentAgent with respect to the Capital Securities of any series, it will, on or before each due date for payment of the principal, principal of (and premium, interest if any) or Special InterestPayments or Missed Payments, if any, with respect to on any of the NotesCapital Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal (and premium, interest or Special Interest, if any, ) or Payments or Missed Payments so becoming due until such sums 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 the Company shall have one or more Paying Agents for the Notesany series of Capital Securities, it will, on or before prior to each due date for payment of the principal, principal of (and premium, interest or Special Interest, if any, with respect to the Notes, ) or Payments or Missed Payments on any Capital Securities of that series 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, interest or Special Interest, if any, ) or Payments or Missed Payments so becoming due (or at the option of the Companydue, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest premium or Special Interest, if anyPayments or Missed Payments, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such its action or any its failure so to act. The Company will cause each Paying Agent for any series of Capital Securities 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If the Company or the Guarantor shall at any time act as its own Paying AgentAgent with respect to the Subordinated Debt Securities of any series, it will, on or before each due date for payment of the principal, principal of (and premium, interest if any) or Special Interestinterest, if any, with respect to on any of the NotesSubordinated Debt Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal (and premium, interest if any) or Special Interestinterest, if any, so becoming due until such sums 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 the Company and the Guarantor shall have one or more Paying Agents for the Notesany series of Subordinated Debt Securities, it will, on or before prior to each due date for payment of the principal, principal of (and premium, interest if any) or Special Interestinterest, if any, with respect to the Notes, on any Subordinated Debt Securities of that series 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, interest if any) or Special Interestinterest, if any, so becoming due (or at the option of the Companydue, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest premium or Special Interest, if anyinterest, and (unless such Paying Agent is the Trustee) the Company or the Guarantor will promptly notify the Trustee of such its action or any its failure so to act. Unless otherwise specified as contemplated by Section 3.01, the Trustee shall be the Company’s and the Guarantor’s Paying Agent. The Company and the Guarantor will cause each Paying Agent for any series of Subordinated Debt Securities 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If All payments of amounts due and payable with respect to any Securities that are to be made from amounts withdrawn from the Company Payment Account shall at any time act as its own be made on behalf of the Issuer by the Trustee or a Paying AgentAgent with respect to payments on the Securities. When the Issuer shall have a Paying Agent that is not also the Security Registrar, it willshall furnish, or cause the Security Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders as of such Record Date and of the certificate numbers of individual Securities held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, it shall, on or before the Business Day next preceding each due date of Payment Date direct the principal, premium, interest or Special InterestTrustee to deposit on such Payment Date with such Paying Agent, if anynecessary, with respect to the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a an aggregate sum sufficient to pay the principal, premium, interest or Special Interest, if any, so amounts then becoming due until such sums 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 Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal, premium, interest or Special Interest, if any, with respect to the Notes, deposit with a Securities for which it acts as 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 extent funds are then available for such deposit is required to be made) sufficient to pay the principal, premium, interest or Special Interest, if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth purpose in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) Payment Account), such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest or Special Interest, if any, thereto and (unless such Paying Agent is the Trustee) the Company will Issuer shall promptly notify the Trustee of such its action or any failure so to act. The Company will cause each Any Monies deposited with a Paying Agent with respect to the Securities for which it acts as Paying Agent (other than the Trustee Trustee) in excess of an amount sufficient to execute and deliver pay the amounts then becoming due on the applicable Securities with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee an instrument for application in which such Paying Agent shall agree accordance with the Trustee, subject to the provisions of this Section, that such Paying Agent will:Article 10.

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principalprincipal of, premium, interest or Special Interest, if any, with respect to 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, interest or Special Interest, if any, or interest so becoming due until such sums 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 Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principalprincipal of, premium, interest or Special Interest, if any, with respect to the or interest on any Notes, 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, interest or Special Interest, if any, or interest so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, premium or interest or Special Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal, premium, premium or interest or Special Interest, if any, with respect to the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, premium or interest or Special Interest, if any, so becoming due until such sums 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 Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal, premium, premium or interest or Special Interest, if any, with respect to the Notes, 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, premium or interest or Special Interest, if any, so becoming due (or at the option of the Company, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided PROVIDED that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company in the case of the Dollar Notes, or any successor thereto, or to the Common Depositary, in the case of the Euro Notes, or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, premium or interest or Special Interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it willshall, on or before 12:00 p.m., New York City time, on each due date of the principal, principal of (and premium, interest or Special Interest, if any) or interest (if and to the extent required to be paid as Cash Interest) on, with respect to 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, interest or Special Interest, if any, ) or interest (if and to the extent required to be paid as Cash Interest) so becoming due until such sums 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 so to act. Whenever If the Company shall have one or more is not acting as Paying Agents for the NotesAgent, it willshall, on or before prior to 12:00 p.m., New York City time, on each due date of the principal, principal of (and premium, interest or Special Interest, if any) or interest (if and to the extent required to be paid as Cash Interest) on, with respect to any of the Notes, 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, interest or Special Interest, if any) or interest (if and to the extent required to be paid as Cash Interest), so becoming due (or at the option of the Companydue, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest premium or Special Interest, if anyinterest, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee in writing of such its action or any failure so to act. The If the Company will is not acting as Paying Agent, the Company shall cause each any 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 SectionSection 403, that such Paying Agent will:shall

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying AgentAgent with respect to the Subordinated Debt Securities of any series, it will, on or before each due date for payment of the principal, principal of (and premium, interest if any) or Special Interestinterest, if any, with respect to if any, on any of the NotesSubordinated Debt Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal (and premium, interest if any) or Special Interestinterest, if any, so becoming due until such sums 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 the Company shall have one or more Paying Agents for the Notesany series of Subordinated Debt Securities, it will, on or before prior to each due date for payment of the principal, principal of (and premium, interest if any) or Special Interestinterest, if any, with respect to the Notes, on any Subordinated Debt Securities of that series 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, interest if any) or Special Interestinterest, if any, so becoming due (or at the option of the Companydue, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest premium or Special Interest, if anyinterest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such its action or any its failure so to act. The Company will cause each Paying Agent for any series of Subordinated Debt Securities 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, that such Paying Agent will:

Money for Payments To Be Held in Trust. If If, prior to the Company Select Medical Escrow Merger, Select Medical Escrow, and following the Select Medical Escrow Merger, the Company, shall at any time act as its own Paying Agent, it will, on or before each due date of the principal, principal of (and premium, interest or Special Interest, if any) or interest on, with respect to 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, interest or Special Interest, if any, ) or interest so becoming due until such sums 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 If, prior to the Company shall have one or more Select Medical Escrow Merger, Select Medical Escrow, and following the Select Medical Escrow Merger, the Company, is not acting as its own Paying Agents for the NotesAgent, it will, on or before prior to each due date of the principal, principal of (and premium, interest or Special Interest, if any) or interest on, with respect to the any Notes, 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, interest or Special Interest, if any) or interest, so becoming due (or at the option of the Companydue, payment of interest may be mailed by check to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum to be held in trust for the benefit of the Persons entitled to such principal, premium, interest premium or Special Interest, if anyinterest, and (unless such Paying Agent is the Trustee) Select Medical Escrow or the Company Company, as the case may be, will promptly notify the Trustee of such its action or any failure so to act. The Company If, prior to the Select Medical Escrow Merger, Select Medical Escrow, and following the Select Medical Escrow Merger, the Company, is not acting as its own Paying Agent, prior to the Select Medical Escrow Merger, Select Medical Escrow, and following the Select Medical Escrow Merger, the Company, will cause each any 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 SectionSection 403, that such Paying Agent will:

Money for Payments To Be Held in Trust. If the Company shall at any time act as its own Paying AgentAgent with respect to the Debt Securities of any series and any Coupons appertaining thereto, it will, to the extent permitted by applicable law, on or before each due date for payment of the principal, principal of (and premium, interest if any) or Special Interestinterest, if any, with respect to on any of the NotesDebt Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, principal (and premium, interest if any) or Special Interestinterest, if any, so becoming due until such sums 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 the Company shall have one or more Paying Agents for the Notesany series of Debt Securities, it will, on or before prior to each due date for payment of the principal, principal of (and premium, interest if any) or Special Interestinterest, if any, with respect to the Noteson any Debt Securities of that series, 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, interest if any) or Special Interestinterest, if any, so becoming due (or at the option of the Companydue, payment of interest may be mailed by check such sum, to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments with respect to Notes represented extent permitted by one or more permanent global Notes will be paid by wire transfer of immediately available funds to the account of the Depository Trust Company or any successor thereto) such sum applicable law, to be held in trust for the benefit of the Persons entitled to such principal, premium, interest premium or Special Interest, if anyinterest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such its action or any its failure so to act. The Company will cause each Paying Agent for any series of Debt Securities 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, that such Paying Agent will: