Common use of Money for Security Payments to be Held in Trust Clause in Contracts

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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 such Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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 the principal of (and premium, if any), and/or interest (including Additional Interest) on, any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or not more than one Business Day before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 the Company shall have one or more is not acting as Paying AgentsAgent, it the Company will, prior to 10:00 A.M. Eastern Time, on or before each due date of the principal of (or and premium, if any) ), or interestinterest on, including Additional Interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. The If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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; (2b) give the Trustee notice of any default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any seriesinterest; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and disabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Unless otherwise required by applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Company Company, in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in York, or mail to each Place of Payment, such Holder or both 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 publicationnotification, publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. (a) If the Company shall at any time act as its own Paying Agent with respect to any series of the Securities, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. . (b) Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Timea.m., New York City time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act. . (c) 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: (1i) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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; (2ii) give the Trustee notice of any default by the Company (or any other obligor upon such Securities) in the making of any payment of principal (and premium, if any) or interest (or including Additional Interest) in respect of any Security of any seriesSecurity; (3iii) at any time during the continuance of any default with respect to a series of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4iv) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. . (d) The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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. . (e) Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and or premium, if any) or interest (including Additional Interestinterest, if any) , on any of the Securities securities of such that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and or premium, if any) or interest (including Additional Interest) interest, 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, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest if any, on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or 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 SectionSection 10.3, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and or premium, if any) or interest (including Additional Interest) interest, if any, on the Securities of a 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; (2b) give the Trustee notice of any default by the Company (or any other obligor upon such Securitiesthe Securities of that series) in the making of any payment of principal of (and or premium, if any, on) or interest (or Additional Interest) in respect interest, if any, on the Securities of any Security of any series;that series when the same shall be due and payable; and (3c) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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 the principal of (and premium, if any), and/or interest (including Additional Interest) on, any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if anya) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Timea.m., New York City time, on each due date of the principal of or any premium or interest (or premium, if anyincluding any Additional Interest) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming duesuch amount, such sum to be held as provided in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, Trust Indenture Act and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act. . (b) The Company will cause each Paying Agent for the 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 SectionSection 10.2, that such Paying Agent will: will (1i) hold all sums held by comply with the provisions of this Indenture and the Trust Indenture Act applicable to it for as a Paying Agent and (ii) during the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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 continuance of any default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with for payment in respect to such series; andof the Securities. (4c) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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. . (d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of (and premium, if any), and/or any premium or interest (including any Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or any premium or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and or premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal of (and or premium, if any) or interest (including Additional Interest) 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 AgentsAgents for the Securities, it will, prior to on or before 10:00 A.M. Eastern Time, a.m. (New York City time) on each due date of the principal of (or premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. The Company will cause each Paying Agent (other than the Trustee 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: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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 such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series;interest; and (3) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 moneysums. Any money deposited with the Trustee or any Paying Agent, or then held by the Company Company, in trust for the payment of the principal of (and or premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premiumprincipal, if any), and/or premium or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; providedPROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company or any of its Affiliates shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and principal, premium, if any) , or interest (including Additional 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 the Company shall have one or more any of its Affiliates is not acting as Paying AgentsAgent, it the Company will, prior to 10:00 A.M. Eastern Time, on or before each due date of the principal of (or of, premium, if any) , or interest, including Additional Interest interest on any of the Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. The If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a 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; (2b) give the Trustee notice of any default Default by the Company or any Guarantor (or any other obligor upon such the Securities) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect of any Security of any serieson the Securities; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and disabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) promptly be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York Times and in The Wall Street Journal (national edition), and mail to each Place of Paymentsuch Holder, 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 publicationnotification, publication and mailing, any unclaimed balance of such money then remaining will promptly be repaid to the Company.

Money for Security Payments to be Held in Trust. (a) If the Company Parent or any of its Subsidiaries shall at any time act as its own the Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of a CVR Payment Date, as the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriescase may be, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay Holders all sums held by such Paying Agent for payment on the principal (and premium, if any) or interest (including Additional Interest) so becoming due Securities until such sums shall be paid to such Persons or otherwise disposed of the Holders as herein provided, and will promptly notify the Trustee of its failure so to act. any default by Parent in making payment on the Securities. (b) Whenever the Company Parent shall have one or more Paying AgentsAgents for the Securities, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, before a CVR Payment Date deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and premiumamount, if any) or interest, including Additional Interest so becoming due, ; such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interestamount, and (unless such Paying Agent is the Trustee) the Company Parent will promptly notify the Trustee of its such action or any failure so to act. The Company . (c) Parent 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 SectionSection 7.3, that (i) such Paying Agent will: (1) will hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) any amount payable on the Securities of a 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; provided and will notify the Trustee of the sums so held and (2ii) that it will give the Trustee notice of any default failure by the Company Parent (or by any other obligor upon such on the Securities) in the making of to make any payment of principal (on the Securities when the same shall be due and premium, if any) or interest (or Additional Interest) in respect of any Security of any series;payable. (3d) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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 Parent, in trust for the payment of the principal of (and premium, if any), and/or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years one (1) year after such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable a CVR Payment Date shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to Parent on Company Request to the CompanyParent Request, or (if then held by the CompanyParent) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company Parent for payment thereof, 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, money shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. (a) If the Company or any of its Subsidiaries shall at any time act as its own the Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, Milestone Payment Date segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay Holders all sums held by such Paying Agent for payment on the principal (and premium, if any) or interest (including Additional Interest) so becoming due Securities until such sums shall be paid to such Persons or otherwise disposed of the Holders as herein provided, and will promptly notify the Trustee of its such action or any failure to so to act. . (b) Whenever the Company shall have one or more Paying AgentsAgents for the Securities, it will, prior to 10:00 A.M. Eastern Time, on each due date of or before the principal of (or premium, if any) or interest, including Additional Interest on any Securities, Milestone Payment Date deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and premiumamount, if any) or interest, including Additional Interest so becoming due, ; such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interestamount, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. . (c) 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 SectionSection 7.3, that such Paying Agent will: will (1i) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) any amount payable on the Securities of a 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; provided and will notify the Trustee of the sums so held, and (2ii) give the Trustee notice of any default failure by the Company (or by any other obligor upon such on the Securities) in the making of to make any payment of principal (on the Securities when the same shall be due and premium, if any) or interest (or Additional Interest) in respect of any Security of any series;payable. (3d) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years one year after such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable the Milestone Payment Date shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, a.m. New York City time on each due date of the principal of (or premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal and premium (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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 such the Securities) in the making of any payment of principal (and premium, if any) or interest (or including Additional Interest) in respect of any Security of any series); (3) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by the Company or 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 Company, in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. (a) If the Company or any of its Subsidiaries shall at any time act as its own the Paying Agent with respect to any series of SecuritiesAgent, it willshall, on or before each due date of the principal of (and premiumCVR Payment Date, if any) or interest (including Additional Interest, if any) on any of as the Securities of such seriescase may be, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay Holders all sums held by such Paying Agent for payment on the principal (and premium, if any) or interest (including Additional Interest) so becoming due Securities until such sums shall be paid to such Persons or otherwise disposed of the Holders as herein provided, and will shall promptly notify the Trustee of its any failure so of the Company to act. make payment on the Securities. (b) Whenever the Company shall have one or more Paying AgentsAgents for the Securities, it will, prior to 10:00 A.M. Eastern Timeshall, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securitiesbefore a CVR Payment Date, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and premiumamount, if any) or interest, including Additional Interest so becoming due, ; such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interestamount, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of its such action or any failure so to act. . (c) The Company will 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 Trustee, subject to the provisions of this SectionSECTION 7.3, that (i) such Paying Agent will: (1) shall hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) any amount payable on the Securities of a 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; provided and shall notify the Trustee of the sums so held and (2ii) that it shall give the Trustee notice of any default failure by the Company (or by any other obligor upon such on the Securities) in the making of to make any payment of principal (on the Securities when the same shall be due and premium, if any) or interest (or Additional Interest) in respect of any Security of any series;payable. (3d) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years one (1) year after such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable the CVR Payment Date shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. (a) If the Company or any of its Subsidiaries shall at any time act as its own the Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesa Payment Date, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay Holders all sums held by such Paying Agent for payment on the principal (and premium, if any) or interest (including Additional Interest) so becoming due Securities until such sums shall be paid to such Persons or otherwise disposed of the Holders as herein provided, and will promptly notify the Trustee of its failure so to act. any default by the Company in making payment on the Securities. (b) Whenever the Company shall have one or more Paying AgentsAgents for the Securities, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securitiesbefore a Payment Date, deposit with a the Paying Agent Agent(s) a sum in same day funds sufficient to pay the principal (and premiumamount, if any) or interest, including Additional Interest so becoming due, ; such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interestamount, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. . (c) 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 SectionSection 7.3, that (i) such Paying Agent will: (1) will hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) any amount payable on the Securities of a 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; provided and will notify the Trustee of the sums so held and (2ii) that it will give the Trustee notice of any default failure by the Company (or by any other obligor upon such on the Securities) in the making of to make any payment of principal (on the Securities when the same shall be due and premium, if any) or interest (or Additional Interest) in respect of any Security of any series;payable. (3d) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years one year after such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable the applicable Payment Date shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an a general unsecured general creditorcreditor (subject to Article 10), look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. (a) If the Company or any of its Subsidiaries shall at any time act as its own the Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and premiumPayment Date, if any) or interest (including Additional Interest, if any) on any of as the Securities of such seriescase may be, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay Holders all sums held by such Paying Agent for payment on the principal (and premium, if any) or interest (including Additional Interest) so becoming due Securities until such sums shall be paid to such Persons or otherwise disposed of the Holders as herein provided, and will promptly notify the Trustee of its failure so to act. any default by the Company in making payment on the Securities. (b) Whenever the Company shall have one or more Paying AgentsAgents for the Securities, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, before a Payment Date deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and premiumamount, if any) or interest, including Additional Interest so becoming due, ; such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interestamount, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. . (c) 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 (i) such Paying Agent will: (1) will hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) any amount payable on the Securities of a 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; provided and will notify the Trustee of the sums so held and (2ii) that it will give the Trustee notice of any default failure by the Company (or by any other obligor upon such on the Securities) in the making of to make any payment of principal (on the Securities when the same shall be due and premium, if any) or interest (or Additional Interest) in respect of any Security of any series;payable. (3d) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years one year after such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable the Payment Date shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) 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, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional InterestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or 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: will (1i) hold all sums held by it for comply with the payment provisions of the principal of Trust Indenture Act applicable to it as a Paying Agent and (and premium, if anyii) or interest (including Additional Interest) on during the Securities of a 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 continuance of any default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agentsuch. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of or interest on (and premiumincluding Additional Payments, if any), and/or interest (including Additional Interest) on, any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of any such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. (a) If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it willshall, on or before Noon New York City time, on each due date of the principal of (and premiumpremium (including the Applicable Premium), if any, on) or interest (including Additional Interest, if any) Cash Interest on any of the Securities of such seriesNotes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premiumpremium (including the Applicable Premium), if any) or interest (including Additional Interest) Cash Interest so becoming due until such sums sum 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. . (b) Whenever the Company shall have one or more Paying AgentsAgents for the Notes, it will, prior to on or before 10:00 A.M. Eastern Timea.m., New York City time, on each due date of the principal of (or premiumand premium (including the Applicable Premium), if any) , on), or interestCash Interest on, including Additional Interest on any SecuritiesNotes, deposit with a Paying Agent immediately available funds in a sum sufficient to pay the principal (and premiumpremium (including the Applicable Premium), if any) or interest, including Additional Cash Interest so becoming due, such sum funds to be held in trust for the benefit of the Persons entitled to such principal principal, premium (and premium, if anyincluding the Applicable Premium) or interest, including Additional Cash Interest, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of its such action or any failure so to act. . (c) The Company will shall cause each Paying Agent (other than the Trustee 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: (1) hold all sums held by it for the payment of the principal of (and premiumpremium (including the Applicable Premium), if any, on) or interest (including Additional Interest) Cash Interest on the Securities of a series 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; (2) give the Trustee notice of any default by the Company (or any other obligor upon such Securitiesthe Notes) in the making of any payment of principal (and premiumpremium (including the Applicable Premium), if any) or interest (or Additional Cash Interest) in respect of any Security of any series;; and (3) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; andAgent. (4d) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of this Amended 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 terms 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 moneysums. Any The Trustee and each Paying Agent shall promptly pay to the Company, upon Company Request, any money held by them at any time in excess of amounts required to pay principal, premium (including the Applicable Premium), if any, or Cash Interest on the Notes. (e) Subject to applicable escheat and abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company Company, in trust for the payment of the principal of (and premiumpremium (including the Applicable Premium), if any), and/or interest (including Additional Intereston) on, or Cash Interest on any Security Notes and remaining unclaimed for two years after such principal (and premiumpremium (including the Applicable Premium), if any), and/or interest (including Additional Interest) or Cash Interest has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security Notes shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company or any of its Affiliates shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and principal, premium, if any) , or interest (including Additional 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 the Company shall have one or more any of its Affiliates is not acting as Paying AgentsAgent, it the Company will, prior to 10:00 A.M. Eastern Time, on or before each due date of the principal of (or of, premium, if any) , or interest, including Additional Interest interest on any of the Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. The If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a 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; (2b) give the Trustee notice of any default Default by the Company or any Guarantor (or any other obligor upon such the Securities) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect of any Security of any serieson the Securities; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and disabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) promptly be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York Times and in The -------------- --- Wall Street Journal (national edition), and mail to each Place of Paymentsuch Holder, 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 publicationnotification, publication and mailing, any unclaimed balance of such money then remaining will promptly be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it willshall, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and principal, premium, if any) , or interest (including Additional 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 the Company shall have one or more is not acting as Paying AgentsAgent, it willthe Company shall, prior to before 10:00 A.M. Eastern Time, a.m. New York City time on each due date of the principal of (or of, premium, if any) , or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum in same-day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of its such action or any failure so to act. The If the Company will is not acting as Paying Agent, the Company 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 Trustee, subject to the provisions of this Section, that such Paying Agent willshall: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a 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; (2b) give the Trustee notice of any default Default by the Company or any Guarantor (or any other obligor upon such the Securities) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect of any Security of any seriesinterest; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and disabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) promptly be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such -------- ------- Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York Times and in each Place of PaymentThe Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of such money then remaining will shall promptly be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, a.m. California time on each due date of the principal of (or premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal and premium (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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 SectionSection 10.3, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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 such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series;interest: (3) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; providedPROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough state of Manhattan, the City of New York and in each Place of PaymentCalifornia, 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 Company.

Money for Security Payments to be Held in Trust. If Whenever the Company shall at any time act as its own have one or more Paying Agent with respect to any series of SecuritiesAgents for the Notes, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any SecuritiesNotes, 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 (and principal, premium, if any) , or interest, including Additional Interest interest so becoming duedue (or at the option of the Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments on the Global Notes and all payments of interest on the Definitive Notes, the holders of which have given wire transfer instructions to the Company or the Paying Agent at least ten Business Days prior to the applicable payment date, shall be made by wire transfer in same day funds), such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, interest and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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 SectionSection 4.03, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a series 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; (2b) give the Trustee notice of any default by the Company (or any other obligor upon such Securitiesthe Notes) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect of any Security of any seriesinterest; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all respects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and obligations of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security Note and remaining unclaimed for two years after such principal (and principal, premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause notice to be published once, in a newspaper published in the English language, customarily published on promptly sent to each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, notice Holder 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 publicationnotification, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If Whenever the Company shall at any time act as its own have one or more Paying Agent with respect to any series of SecuritiesAgents for the Notes, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interestor Liquidated Damages, if any) , on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any SecuritiesNotes, 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 (and principal, premium, if any) , or interestinterest or Liquidated Damages, including Additional Interest if any, so becoming duedue (or at the option of the Company, payment of interest and Liquidated Damages, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments on the Global Notes and all payments of interest and Liquidated Damages, if any, on the Definitive Notes, the holders of which have given wire transfer instructions to the Company or the Paying Agent at least ten Business Days prior to the applicable payment date, shall be made by wire transfer in same day funds), such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, premium or interest or Liquidated Damages, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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 SectionSection 4.03, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) or Liquidated Damages, if any, on the Securities of a series 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; (2b) give the Trustee notice of any default by the Company (or any other obligor upon such Securitiesthe Notes) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect of any Security of any seriesLiquidated Damages, if any; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all respects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and obligations of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) onor Liquidated Damages, if any, on any Security Note and remaining unclaimed for two years after such principal (and principal, premium, if any), and/or or interest (including Additional Interest) or Liquidated Damages, if any, has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, shall at the expense of the Company, Company cause notice to be published once, in a newspaper published in the English language, customarily published on promptly sent to each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, notice Holder 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 publicationnotification, any unclaimed balance of such money then remaining will be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Timea.m. New York City time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal and premium (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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 such the Securities) in the making of any payment of principal (and premium, if any) or interest (or including Additional Interest) in respect of any Security of any series); (3) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by the Company or 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 Company, in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company or any of its Affiliates shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and principal, premium, if any) , or interest (including Additional 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 the Company shall have one or more any of its Affiliates is not acting as Paying AgentsAgent, it the Company will, prior to 10:00 A.M. Eastern Time, on or before each due date of the principal of (or of, premium, if any) , or interest, including Additional Interest interest on any of the Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. The If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 10.03, that such Paying Agent will: (1) : hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a 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 Default by the Company or any Guarantor (or any other obligor upon such the Securities) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect of any Security of any series; (3) on the Securities; at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect Agent; and acknowledge, accept and agree to such series; and (4) comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and liabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) promptly be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. (a) If the Company shall at any time act as its own Paying Agent with respect to any series of the Securities, it will, on or before each due date of the principal of (and premium, if any) any premium or interest (including any Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) any premium or interest (including Additional 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 in writing of its failure so to act. . (b) Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Timea.m., New York City time, on each due date of the principal of or any premium or interest (or premium, if anyincluding any Additional Interest) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming duesuch amount, such sum to be held as provided in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, Trust Indenture Act and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act. . (c) The Company will cause each Paying Agent for the 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: will (1i) hold all sums held by it for comply with the payment provisions of the principal of Trust Indenture Act applicable to it as a Paying Agent and (and premium, if anyii) or interest (including Additional Interest) on during the Securities of a 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 continuance of any default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with for payment in respect to such series; andof the Securities. (4d) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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. . (e) Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of (and premium, if any), and/or any premium or interest (including any Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or any premium or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. (a) If the Company or any of its Subsidiaries shall at any time act as its own the Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, Milestone Payment Date segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay Holders all sums held by such Paying Agent for payment on the principal (and premium, if any) or interest (including Additional Interest) so becoming due Securities until such sums shall be paid to such Persons or otherwise disposed of the Holders as herein provided, and will promptly notify the Trustee of its failure so to act. any default by the Company in making payment on the Securities. (b) Whenever the Company shall have one or more Paying AgentsAgents for the Securities, it will, prior to 10:00 A.M. Eastern Time, on each due date of or before the principal of (or premium, if any) or interest, including Additional Interest on any Securities, Milestone Payment Date deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and premiumamount, if any) or interest, including Additional Interest so becoming due, ; such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interestamount, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. . (c) 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 SectionSection 7.3, that (i) such Paying Agent will: (1) will hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) any amount payable on the Securities of a 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; provided and will notify the Trustee of the sums so held and (2ii) that it will give the Trustee notice of any default failure by the Company (or by any other obligor upon such on the Securities) in the making of to make any payment of principal (on the Securities when the same shall be due and premium, if any) or interest (or Additional Interest) in respect of any Security of any series;payable. (3d) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years one year after such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable the Milestone Payment Date shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent All payments of amounts due and payable with respect to any series Class A Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of Securitiesthe Issuer. When the Issuer shall have a Paying Agent that is not also the Registrar, it willthe Issuer shall furnish, or cause the Registrar to furnish, no later than (a) the fifth calendar day after each Regular Record Date; and (b) the fifth calendar day after each Special Record Date applicable to a Special Payment 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 Class A Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, the Issuer shall, on or before the Business Day preceding each due date of Payment Date or Special Payment Date, as the principal of (and premiumcase may be, direct the Trustee in writing to deposit on such Payment Date with such Paying Agent, if any) or interest (including Additional Interestnecessary, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a an aggregate sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) so amounts then becoming due until (to the extent funds are then available for such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify purpose in the Trustee of its failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming duePayment Account), such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, thereto and (unless such Paying Agent is the Trustee) the Company will Issuer shall promptly notify the Trustee of its action or 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 Class A 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 Article X. The Company will initial Paying Agents shall be as set forth in Section 7.4. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided, however, that, such additional or successor Paying Agent must either (i) have a rating of “Aa2” or its equivalent by Xxxxx’x and “AA” by S&P, (ii) agree not to hold any funds pursuant to this Indenture overnight or (iii) be acceptable to the Majority of the Controlling Class. The Issuer shall not appoint any Paying Agent (other than an initial Paying Agent) that is not, at the time of such appointment, a depositary institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer 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 7.5, that such Paying Agent will: (1A) allocate all sums received for payment or distribution to the Holders of Class A Notes for which it acts as Paying Agent on each Payment Date and Special Payment Date among such Holders in the proportion specified in the applicable report or statement in accordance herewith, in each case to the extent permitted by applicable law; (B) hold all sums held by it for the payment of amounts due with respect to the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a series Class A 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; (2C) give if such Paying Agent is not the Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee notice of any default all sums held by it in trust for the Company (or any other obligor upon such Securities) in the making of any payment of principal (and premium, Class A Notes if any) or interest (or Additional Interest) in respect at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of any Security of any seriesits appointment; (3D) if such Paying Agent is not the Trustee, at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4E) comply with not, prior to the provisions date which is one year and one day (or, if longer, the applicable preference period) after the payment in full of the Trust Indenture Act applicable Class A Notes, institute against the Issuer, or voluntarily join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar laws of any jurisdiction within or without the United States. Nothing in this subclause (E) shall preclude, or be deemed to it as stop, the Paying Agent (i) from taking any action prior to the expiration of the aforementioned one year and one day (or longer) period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Paying Agent, or (ii) from commencing against the Issuer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding. The Company may, Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms trusts as those upon which such sums were held by the Company Issuer 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 a Paying Agent and not previously returned that remains unclaimed for twenty Business Days shall be returned to the Trustee. Except as otherwise required by applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Company Agent in trust for the payment of the principal of (and premium, if any), and/or or interest (including Additional Interest) on, or distribution on any Security Class A Note and remaining unclaimed for two years after such principal (and premiumprincipal, if any), and/or interest (including Additional Interest) or distribution has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trustIssuer on Issuer Request; and the Holder of such Security Class A Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereofIssuer, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability money (but only to the extent of the Company as trustee thereof, amounts so paid to the Issuer) shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it willshall, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, provided and will shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional InterestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company will 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 Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) hold all sums held by it for comply with the payment provisions of the principal of Trust Indenture Act applicable to it as a Paying Agent and (and premium, if anyii) or interest (including Additional Interest) on during the Securities of a 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 continuance of any default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agentsuch. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of PaymentYork, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent All payments of amounts due and payable with respect to any series Class A Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of Securitiesthe Issuer. When the Issuer shall have a Paying Agent that is not also the Registrar, it willthe Issuer shall furnish, or cause the Registrar to furnish, no later than: (a) the fifth calendar day after each Regular Record Date; and (b) the fifth calendar day after each Special Record Date applicable to a Special Payment 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 Class A Notes held by each such Holder. Whenever the Issuer shall have a Paying Agent other than the Trustee, the Issuer shall, on or before the Business Day preceding each due date of Payment Date or Special Payment Date, as the principal of (and premiumcase may be, direct the Trustee in writing to deposit on such Payment Date with such Paying Agent, if any) or interest (including Additional Interestnecessary, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a an aggregate sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) so amounts then becoming due until (to the extent funds are then available for such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify purpose in the Trustee of its failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming duePayment Account), such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, thereto and (unless such Paying Agent is the Trustee) the Company will Issuer shall promptly notify the Trustee of its action or 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 Class A 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 Article X. The Company will initial Paying Agents shall be as set forth in Section 7.4. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided, however, that, such additional or successor Paying Agent must either (i) have a rating of “Aa2” or its equivalent by Xxxxx’x and “AA” by S&P, (ii) agree not to hold any funds pursuant to this Indenture overnight or (iii) be acceptable to the Majority of the Controlling Class. The Issuer shall not appoint any Paying Agent (other than an initial Paying Agent) that is not, at the time of such appointment, a depositary institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer 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 7.5, that such Paying Agent will: (1A) allocate all sums received for payment or distribution to the Holders of Class A Notes for which it acts as Paying Agent on each Payment Date and Special Payment Date among such Holders in the proportion specified in the applicable report or statement in accordance herewith, in each case to the extent permitted by applicable law; (B) hold all sums held by it for the payment of amounts due with respect to the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a series Class A 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; (2C) give if such Paying Agent is not the Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee notice of any default all sums held by it in trust for the Company (or any other obligor upon such Securities) in the making of any payment of principal (and premium, Class A Notes if any) or interest (or Additional Interest) in respect at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of any Security of any seriesits appointment; (3D) if such Paying Agent is not the Trustee, at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4E) comply with not, prior to the provisions date which is one year and one day (or, if longer, the applicable preference period) after the payment in full of the Trust Indenture Act applicable Class A Notes, institute against the Issuer, or voluntarily join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar laws of any jurisdiction within or without the United States. Nothing in this subclause (E) shall preclude, or be deemed to it as stop, the Paying Agent (i) from taking any action prior to the expiration of the aforementioned one year and one day (or longer) period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Paying Agent, or (ii) from commencing against the Issuer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding. The Company may, Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms trusts as those upon which such sums were held by the Company Issuer 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 a Paying Agent and not previously returned that remains unclaimed for twenty Business Days shall be returned to the Trustee. Except as otherwise required by applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Company Agent in trust for the payment of the principal of (and premium, if any), and/or or interest (including Additional Interest) on, or distribution on any Security Class A Note and remaining unclaimed for two years after such principal (and premiumprincipal, if any), and/or interest (including Additional Interest) or distribution has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trustIssuer on Issuer Request; and the Holder of such Security Class A Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereofIssuer, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability money (but only to the extent of the Company as trustee thereof, amounts so paid to the Issuer) shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. (a) If the Company shall at any time act as its own Paying Agent with respect to any series of the Securities, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. . (b) Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Timea.m., New York City time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act. . (c) 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: (1i) hold all sums held by it for the payment of the principal of (and premium, if any) , or interest (including Additional Interest) on the Securities of a 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; (2ii) give the Trustee notice of any default by the Company (or any other obligor upon such Securities) in the making of any payment of principal (and premium, if any) or interest (or including Additional Interest) in respect of any Security of any seriesSecurity; (3iii) at any time during the continuance of any default with respect to a series of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4iv) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. . (d) The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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. . (e) Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, a.m. New York time on each due date of the principal of (or premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal and premium (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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 SectionSection 10.3, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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; (2b) give the Trustee notice of any default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series;interest: (3c) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough state of Manhattan, the City of New York and in each Place of PaymentCalifornia, 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 Company.

Money for Security Payments to be Held in Trust. (a) If the Company or any of its Subsidiaries shall at any time act as its own the Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and premiumPayment Date, if any) or interest (including Additional Interest, if any) on any of as the Securities of such seriescase may be, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay Holders all sums held by such Paying Agent for payment on the principal (and premium, if any) or interest (including Additional Interest) so becoming due Securities until such sums shall be paid to such Persons or otherwise disposed of the Holders as herein provided, and will promptly notify the Trustee of its failure so to act. any default by the Company in making payment on the Securities. (b) Whenever the Company shall have one or more Paying AgentsAgents for the Securities, it will, prior to 10:00 A.M. Eastern Time, on each due date of or before the principal of (or premium, if any) or interest, including Additional Interest on any Securities, Payment Date deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and premiumamount, if any) or interest, including Additional Interest so becoming due, ; such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interestamount, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. . (c) 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 (i) such Paying Agent will: (1) will hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) any amount payable on the Securities of a 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; provided and will notify the Trustee of the sums so held and (2ii) that it will give the Trustee notice of any default failure by the Company (or by any other obligor upon such on the Securities) in the making of to make any payment of principal (on the Securities when the same shall be due and premium, if any) or interest (or Additional Interest) in respect of any Security of any series;payable. (3d) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years one year after such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable the Payment Date shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent Agent, it shall, on or before each due date of the principal of, interest on or any other amounts owing in respect of any of, the Securities, segregate and hold in trust for the benefit of the Holders entitled thereto a sum sufficient to pay the principal of, interest on, or any other amounts owing with respect to, any of the Securities so becoming due until such sums shall be paid to any series such persons or otherwise disposed of Securitiesas herein provided, it willand shall promptly notify the Trustee of its action or failure so to act. If the Company is not acting as Paying Agent, the Company shall, on or before each due date of the principal of (and premium, if any) or interest (including Additional Intereston, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming duedue in the manner set forth in Section 3.07, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of its such action or any failure so to act. The If the Company will is not acting as Paying Agent, the Company 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 Trustee, subject to the provisions of this SectionSection 10.03, that such Paying Agent willshall: (1a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a series in trust for the benefit of the Persons Holders entitled thereto until such sums shall be paid to such Persons Holders or otherwise disposed of as herein provided; (2b) give the Trustee notice of any default Default by the Company or any Guarantors (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) of or interest (or Additional Interest) in respect of any Security of any serieson the Securities; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and liabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on to the Company upon receipt of a Company Request to the Companytherefor, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York Times and in each Place of PaymentThe Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of such money then remaining will shall be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent All payments of amounts due and payable with respect to any series Notes that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of Securitiesthe Issuer. When the Issuer shall have a Paying Agent that is not also the Registrar, it willthe Issuer shall furnish, or cause the Registrar to furnish, no later than (a) the fifth calendar day after each Regular Record Date; and (b) the fifth calendar day after each Special Record Date applicable to a Special Payment 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 Issuer shall have a Paying Agent other than the Trustee, the Issuer shall, on or before the Business Day preceding each due date of Payment Date or Special Payment Date, as the principal of (and premiumcase may be, direct the Trustee in writing to deposit on such Payment Date with such Paying Agent, if any) or interest (including Additional Interestnecessary, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a an aggregate sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) so amounts then becoming due until (to the extent funds are then available for such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify purpose in the Trustee of its failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming duePayment Account), such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, thereto and (unless such Paying Agent is the Trustee) the Company will Issuer shall promptly notify the Trustee of its action or 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 Article X. The Company will initial Paying Agents shall be as set forth in Section 7.4. Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee; provided, however, that, such additional or successor Paying Agent must either (i) have a rating of “Aa2” or its equivalent by Mxxxx’x and “AA” by S&P, (ii) agree not to hold any funds pursuant to this Indenture overnight or (iii) be acceptable to the Majority of the Noteholders. The Issuer shall not appoint any Paying Agent (other than an initial Paying Agent) that is not, at the time of such appointment, a depositary institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The Issuer 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 7.5, that such Paying Agent will: (1A) allocate all sums received for payment or distribution to the Holders of the Notes for which it acts as Paying Agent on each Payment Date and Special Payment Date among such Holders in the proportion specified in the applicable report or statement in accordance herewith, in each case to the extent permitted by applicable law; (B) hold all sums held by it for the payment of amounts due with respect to the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a series 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; (2C) give if such Paying Agent is not the Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee notice of any default all sums held by it in trust for the Company (or any other obligor upon such Securities) in the making of any payment of principal (and premium, the Notes if any) or interest (or Additional Interest) in respect at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of any Security of any seriesits appointment; (3D) if such Paying Agent is not the Trustee, at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4E) comply with not, prior to the provisions date which is one year and one day (or, if longer, the applicable preference period) after the payment in full of the Trust Indenture Act applicable Notes, institute against the Issuer, or voluntarily join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar laws of any jurisdiction within or without the United States. Nothing in this subclause (E) shall preclude, or be deemed to it as stop, the Paying Agent (i) from taking any action prior to the expiration of the aforementioned one year and one day (or longer) period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Paying Agent, or (ii) from commencing against the Issuer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding. The Company may, Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms trusts as those upon which such sums were held by the Company Issuer 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 a Paying Agent and not previously returned that remains unclaimed for twenty Business Days shall be returned to the Trustee. Except as otherwise required by applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Company Agent in trust for the payment of the principal of (and premium, if any), and/or or interest (including Additional Interest) on, or distribution on any Security Note and remaining unclaimed for two years after such principal (and premiumprincipal, if any), and/or interest (including Additional Interest) or distribution has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trustIssuer on Issuer Request; and the Holder of such Security Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereofIssuer, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability money (but only to the extent of the Company as trustee thereof, amounts so paid to the Issuer) shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company or any of its Affiliates shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and principal, premium, if any) , or interest (including Additional 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 the Company shall have one or more any of its Affiliates is not acting as Paying AgentsAgent, it the Company will, prior to 10:00 A.M. Eastern Time, on or before each due date of the principal of (or of, premium, if any) , or interest, including Additional Interest interest on any of the Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. The If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this SectionSection 10.03, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a 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; (2b) give the Trustee notice of any default Default by the Company or any Guarantor (or any other obligor upon such the Securities) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect of any Security of any serieson the Securities; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and liabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) promptly be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, a.m. New York time on each due date of the principal of (or premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal and premium (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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 SectionSection 10.3, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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; (2b) give the Trustee notice of any default by the Company (or any other otter obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series;interest: (3c) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough State of Manhattan, the City of New York and in each Place of PaymentCalifornia, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) 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, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional InterestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or 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: will (1a) hold all sums held by it for comply with the payment provisions of the principal of Trust Indenture Act applicable to it as a Paying Agent and (and premium, if anyb) or interest (including Additional Interest) on during the Securities of a 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 continuance of any default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agentsuch. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company Issuer shall at any time act as its own Paying Agent with respect Agent, it will, on or before each due date of the principal of, premium, if any, or interest on any of any series of Securities, segregate and hold in trust for the benefit of the Trustee or the Holders entitled thereto a sum sufficient to pay the principal, premium, 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 and of any Default by the Issuer (or any other obligor upon the Securities of that series) in the making of any payment of principal, premium, if any, or interest on the Securities of that series. Whenever the Issuer shall have one or more Paying Agents for any series of Securities, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Intereston, if any) on any of the Securities of such that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company Issuer will promptly notify the Trustee of its such action or any failure so to act. The Company Issuer will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall will agree with the Trustee, subject to the provisions of this SectionSection 10.03, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a that series in trust for the benefit of the Persons Holders entitled thereto until such sums shall be paid to such Persons Holders or otherwise disposed of as herein provided; (2b) give the Trustee notice of any default Default by the Company Issuer (or any other obligor upon such Securitiesthe Securities of that series) in the making of any payment of principal (and of, premium, if any) , or interest (or Additional Interest) in respect on the Securities of any Security of any that series; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and liabilities of such Paying Agent. The Company may, Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms trusts as those upon which such sums were held by the Company Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall will 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 Issuer, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security of any series and remaining unclaimed for two years after such principal (and principal, premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, Issuer upon receipt of an Issuer Request therefor or (if then held by the CompanyIssuer) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) will be discharged from such trust; and the Holder of such Security shall of any series will thereafter, as an unsecured general creditor, look only to the Company Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company Issuer as trustee thereof, shall will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Issuer cause to be published once, at the option of the Issuer in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of The New York and in each Place of PaymentTimes or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will shall be repaid to the CompanyIssuer.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time12:00 p.m. New York City time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal and premium (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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 such the Securities) in the making of any payment of principal (and premium, if any) or interest (or including Additional Interest) in respect of any Security of any series); (3) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by the Company or 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 Company, in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. (a) If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it willshall, on or before Noon New York City time, on each due date of the principal of (and premiumpremium (including the Applicable Premium), if any, on) or interest (including Additional Interest, if any) Cash Interest on any of the Securities of such seriesNotes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premiumpremium (including the Applicable Premium), if any) or interest (including Additional Interest) Cash Interest so becoming due until such sums sum 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. . (b) Whenever the Company shall have one or more Paying AgentsAgents for the Notes, it will, prior to on or before 10:00 A.M. Eastern Timea.m., New York City time, on each due date of the principal of (or premiumand premium (including the Applicable Premium), if any) , on), or interestCash Interest on, including Additional Interest on any SecuritiesNotes, deposit with a Paying Agent immediately available funds in a sum sufficient to pay the principal (and premiumpremium (including the Applicable Premium), if any) or interest, including Additional Cash Interest so becoming due, such sum funds to be held in trust for the benefit of the Persons entitled to such principal principal, premium (and premium, if anyincluding the Applicable Premium) or interest, including Additional Cash Interest, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of its such action or any failure so to act. . (c) The Company will shall cause each Paying Agent (other than the Trustee 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: (1) hold all sums held by it for the payment of the principal of (and premiumpremium (including the Applicable Premium), if any, on) or interest (including Additional Interest) Cash Interest on the Securities of a series 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; (2) give the Trustee notice of any default by the Company (or any other obligor upon such Securitiesthe Notes) in the making of any payment of principal (and premiumpremium (including the Applicable Premium), if any) or interest (or Additional Cash Interest) in respect of any Security of any series;; and (3) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; andAgent. (4d) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 moneysums. Any The Trustee and each Paying Agent shall promptly pay to the Company, upon Company Request, any money held by them at any time in excess of amounts required to pay principal, premium (including the Applicable Premium), if any, or Cash Interest on the Notes. (e) Subject to applicable escheat and abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company Company, in trust for the payment of the principal of (and premiumpremium (including the Applicable Premium), if any), and/or interest (including Additional Intereston) on, or Cash Interest on any Security Notes and remaining unclaimed for two years after such principal (and premiumpremium (including the Applicable Premium), if any), and/or interest (including Additional Interest) or Cash Interest has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security Notes shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and principal, premium, if any) , or interest (including Additional Interest) so becoming due until such sums shall be paid to such Persons persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act. Whenever If the Company shall have one or more is not acting as Paying AgentsAgent, it the Company will, prior to 10:00 A.M. Eastern Time, on or before each due date of the principal of (or of, premium, if any) , or interestinterest on, including Additional Interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. The If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall will agree with the Trustee, subject to the provisions of this SectionSection 10.03, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a series in trust for the benefit of the Persons Holders entitled thereto until such sums shall be paid to such Persons Holders or otherwise disposed of as herein provided; (2b) give the Trustee notice of any default Default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and of, premium, if any) , or interest (or Additional Interest) in respect of any Security of any serieson the Securities; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and liabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 will 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 Company, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and principal, premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on to the Company upon receipt of a Company Request to the Companytherefor, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) will be discharged from such trust; and the Holder of such Security shall will thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York Times and in each Place of Paymentthe Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of such money then remaining will shall be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it Publishing will, on or before each due date of the principal of (and premiumNoon, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern TimeNew York time, on each due date of the principal of (or of, premium, if any) , or interestinterest on, including Additional Interest on any Securities with respect to each Series of Securities, deposit with a Paying Agent (which shall not be Publishing) a sum in same-day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company Publishing will promptly notify the Trustee of its such action or any failure so to act. The Company Publishing will cause each Paying Agent other than the Trustee for any Series of Securities 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: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a series 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; (2b) give the Trustee notice of any default Default by the Company Publishing (or any other obligor upon the Securities of such SecuritiesSeries) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect on the Securities of any Security of any seriessuch Series; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and liabilities of such Paying Agent. The Company may, Publishing may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any Series of Securities or for any other purpose, pay, or by Company Publishing Order direct any Paying Agent to pay, pay to the Trustee all sums held in trust by the Company or such Paying AgentAgent in respect of each and every Series of Securities as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by Publishing in respect of all Securities, such sums to be held by the Trustee upon the same terms 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 Agent in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security of any Series and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) promptly be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trustPublishing upon Publishing Request; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company Publishing for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company Publishing as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repaymentpayment to Publishing, may, may at the expense of the Company, Publishing 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 Borough of Manhattan, the City of The New York Times and in each Place of PaymentThe Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of such money then remaining will promptly be repaid to the CompanyPublishing.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and principal, premium, if any) , or interest (including Additional Interest) so becoming due until such sums shall be paid to such Persons persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act. Whenever If the Company shall have one or more is not acting as Paying AgentsAgent, it the Company will, prior to 10:00 A.M. Eastern Time, on or before each due date of the principal of (or of, premium, if any) , or interestinterest on, including Additional Interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. The If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall will agree with the Trustee, subject to the provisions of this SectionSection 10.03, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a series in trust for the benefit of the Persons Holders entitled thereto until such sums shall be paid to such Persons Holders or otherwise disposed of as herein provided; (2b) give the Trustee notice of any default Default by the Company or any Guarantor (or any other obligor upon such the Securities) in the making of any payment of principal (and of, premium, if any) , or interest (or Additional Interest) in respect of any Security of any serieson the Securities; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and liabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 will 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 Company, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and principal, premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on to the Company upon receipt of a Company Request to the Companytherefor, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) will be discharged from such trust; and the Holder of such Security shall will thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York Times and in each Place of Paymentthe Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of such money then remaining will shall be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company or any of its Affiliates shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it willshall, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and principal, premium, if any) , or interest (including Additional 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 the Company shall have one or more any of its Affiliates is not acting as Paying AgentsAgent, it will, prior to 10:00 A.M. Eastern Timethe Company shall, on or before each due date of the principal of (or of, premium, if any) , or interest, including Additional Interest interest on any of the Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of its such action or any failure so to act. The If the Company will is not acting as Paying Agent, the Company 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 Trustee, subject to the provisions of this Section, that such Paying Agent willshall: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a 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; (2b) give the Trustee notice of any default Default by the Company or any Guarantor (or any other obligor upon such the Securities) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect of any Security of any serieson the Securities; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and liabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) promptly be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company ----------------------------------------------- Issuer shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) 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 Issuer shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on or before each due date of the principal of (or and premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional InterestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company Issuer will promptly notify the Trustee of its action or failure so to act. The Company Issuer 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: will (1i) hold all sums held by it for comply with the payment provisions of the principal of Trust Indenture Act applicable to it as a Paying Agent (and premiumor, if any) or interest (including Additional Interest) on the Securities of a series in trust for the benefit of the Persons entitled thereto until such sums time as this Indenture shall be paid qualified under the Trust Indenture Act, which would be applicable to such Persons or otherwise disposed of it as herein provided; Paying Agent if this Indenture were so qualified) and (2ii) give in the Trustee notice event and during the continuance of any default by the Company Issuer (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agentsuch. The Company may, Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms trusts as those upon which such sums were held by the Company Issuer 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 Issuer, in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the CompanyIssuer on Issuer request, or (if then held by the CompanyIssuer) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as Issuer trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, 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 Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 CompanyIssuer.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and principal, premium, if any) , or interest (including Additional Interest) so becoming due until such sums shall be paid to such Persons persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act. Whenever If the Company shall have one or more is not acting as Paying AgentsAgent, it the Company will, prior to 10:00 A.M. Eastern Time, on or before each due date of the principal of (or of, premium, if any) , or interestinterest on, including Additional Interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. The If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall will agree with the Trustee, subject to the provisions of this SectionSection 10.03, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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; (2b) give the Trustee notice of any default Default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and of, premium, if any) , or interest (or Additional Interest) in respect of any Security of any serieson the Securities; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and liabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 will 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 the principal of (and premium, if any), and/or interest (including Additional Interest) on, any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it willshall, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and principal, premium, if any) , or interest (including Additional 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 the Company shall have one or more is not acting as Paying AgentsAgent, it willthe Company shall, prior to before 10:00 A.M. Eastern Time, a.m. New York City time on each due date of the principal of (or of, premium, if any) , or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum in same day funds 109 sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and principal, premium, if any) or interest, including Additional Interest, interest and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of its such action or any failure so to act. The If the Company will is not acting as Paying Agent, the Company 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 Trustee, subject to the provisions of this Section, that such Paying Agent willshall: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a 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; (2b) give the Trustee notice of any default Default by the Company or any Guarantor (or any other obligor Indenture Obligor upon such the Securities) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect of any Security of any seriesinterest; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and disabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order in compliance with Section 103 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 terms 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 Company, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and principal, premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) promptly be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the . The Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, thereof 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; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York Times and in each Place of PaymentThe Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which 110 shall not be less than 30 thirty (30) days from the date of such notification or publication, any unclaimed balance of such money then remaining will shall promptly be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Timea.m., New York City time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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 such Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any seriesSeries; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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 the principal of (and premium, if any), and/or interest (including Additional Interest) on, any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company or any of its Subsidiaries shall at any time act as its own the Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of an Optional Call Payment Date, the principal of (and premiumMaturity Date, if any) the Total Disposition Payment Date, Redemption Payment Date or interest (including Additional Interestthe Default Payment Date, if any) on any of as the Securities of such seriescase may be, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premiumamounts, if any) or interest (including Additional 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 AgentsAgents for the Securities, it will, prior to 10:00 A.M. Eastern Timeon or before an Optional Call Payment Date, on each due date of the principal of (Maturity Date, the Total Disposition Payment Date, the Redemption Payment Date or premiumthe Default Payment Date, if any) or interest, including Additional Interest on any Securitiesas the case may be, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and premiumamount, if any) or interest, including Additional Interest so becoming due, ; such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interestamount, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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 that (A) such Paying Agent will: (1) will hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) any amount payable on the Securities of a 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; provided and will notify the Trustee of the sums so held and (2B) that it will give the Trustee notice of any default failure by the Company (or by any other obligor upon such on the Securities) in the making of to make any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series; (3) at any time during on the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 Securities when the same terms 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 moneydue and payable. Any money deposited with the Trustee or any Paying Agent, or then held by the Company Company, in trust for the payment of the principal of (and premium, if any), and/or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years one year after such principal (and premiuman Optional Call Payment Date, if any)the Maturity Date, and/or interest (including Additional Interest) has become due and payable the Total Disposition Payment Date, Redemption Payment Date or the Default Payment Date, as the case may be, shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then 66 held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. (a) If the Company or any of its Restricted Subsidiaries shall at any time act as its own Paying Agent with respect to any series of Securitieshereunder, it willshall, on or before each due date of the principal of (and premium, if any) or interest (including Additional and Special Interest, if any) , on any of the Securities of such seriesNotes, segregate and hold in trust for the benefit of the Persons Person entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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. . (b) Whenever the Company shall have one or more Paying AgentsAgents for the Notes, it will, prior to 10:00 A.M. Eastern Timeshall, on or before each due date of the principal of (or and premium, if any) or interestinterest and Special Interest, including Additional Interest if any, on any SecuritiesNotes, 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 (and premium, if any) or interestinterest and Special Interest, including Additional Interest if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (principal, premium or interest and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of its such action or any failure so to act. . (c) The Company will 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 Trustee, subject to the provisions of this SectionSection 4.20, that such Paying Agent willshall: (1i) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional and Special Interest) , if any, on the Securities of a series 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; (2ii) give the Trustee notice of any default by the Company (or any other obligor upon such Securitiesthe Notes) in the making of any payment of principal (and premium, if any) or interest (or Additional and Special Interest) in respect of any Security of any series;, if any; and (3iii) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; andAgent. (4d) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms trusts as those upon which such sums were held by the Company or such Paying Agent; and, 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 Company, in trust for the payment of the principal of (and premium, if any)) or interest and Special Interest, and/or interest (including Additional Interest) onif any, on any Security Note and remaining unclaimed for two years after such principal (and premium, if any)) or interest and Special Interest, and/or interest (including Additional Interest) if any has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the Companyrequest, unless an abandoned property law designates another person, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, provided that the Trustee or such Paying Agent, before being required to make any such repayment, may, shall at the written direction and at the expense of the Company, cause to be published once, in a newspaper published in the English languageNew York Times, customarily published on each Business Day and of general circulation in the Borough of ManhattanThe Wall Street Journal (national edition), the City of New York Globe and in each Place of PaymentMail and the National Post, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or at the option of the Company before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) 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. In such case the Company shall not invest the amount so segregated and held in trust pending the distribution thereof except in instruments having a maturity of less than 15 days and issued by the United States Government. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional InterestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or 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: will (1i) hold all sums held by it for comply with the payment provisions of the principal of Trust Indenture Act applicable to it as a Paying Agent and (and premium, if anyii) or interest (including Additional Interest) on during the Securities of a 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 continuance of any default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agentsuch. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company Issuer or any of its Affiliates shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Intereston, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and principal, premium, if any) , interest or interest (including the Tax Redemption Price or Additional Interest) Amounts, if applicable, 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 the Company shall have one Issuer or more any of its Affiliates is not acting as Paying AgentsAgent, it the Issuer will, prior to 10:00 A.M. Eastern Time, on or before each due date of the principal of, or interest on, any of (or premium, if any) or interest, including Additional Interest on any the Securities, deposit with a Paying Agent a sum in immediately available funds sufficient to pay the principal (and principal, premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and principal, premium, if any) , or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company Issuer will promptly notify the Trustee of its such action or any failure so to act. The Company If the Issuer is not acting as Paying Agent, the Issuer 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: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on on, the Securities of a 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; (2b) give the Trustee notice of any default Default by the Company Issuer or the Parent Guarantor (or any other obligor upon such the Securities) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect of any Security of any serieson the Securities; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and disabilities of such Paying Agent. The Company may, Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms trusts as those upon which such sums were held by the Company Issuer 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 Issuer, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, any Security and remaining unclaimed for two years after such principal (and principal, premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) promptly be paid on Company Request to the CompanyIssuer on Issuer Request, or (if then held by the CompanyIssuer) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, 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 Borough of Manhattan, the City of New York Times and in The Wall Street Journal (national edition), and mail to each Place of Paymentsuch Holder, 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 publicationnotification, publication and mailing, any unclaimed balance of such money then remaining will promptly be repaid to the CompanyIssuer.

Money for Security Payments to be Held in Trust. If the Company or any of its Affiliates shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and principal, premium, if any) , or interest (including Additional 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 the Company shall have one or more any of its Affiliates is not acting as Paying AgentsAgent, it the Company will, prior to 10:00 A.M. Eastern Time, on or before each due date of the principal of (or of, premium, if any) , or interestinterest on, including Additional Interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. The If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a 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; (2b) give the Trustee notice of any default Default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect of any Security of any seriesinterest; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and disabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) promptly be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York Times and in The Wall Street Journal (national edition), and mail to each Place of Paymentsuch Holder, 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 publicationnotification, publication and mailing, any unclaimed balance of such money then remaining will promptly be repaid to the Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, a.m. New York City time on each due date of the principal of (or premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal and premium (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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 such the Securities) in the making of any payment of principal (and premium, if any) or interest (or including Additional Interest) in respect of any Security of any series); (3) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by the Company or 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 Company, in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 Company.. 69 62

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Timea.m., New York City time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, ,deposit with a Paying Agent a sum sufficient to pay the principal (and premium, ,if any) or interest, including Additional Interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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: (1) hold all sums held by it for the payment of the principal of (and premium, if any) , or interest (including Additional Interest) on the Securities of a 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 such Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any seriesSeries; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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 the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or interest (including ) or interest(including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, ,and all liability of the Company as trustee thereof, shall thereupon cease; providedcease;provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and or premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and of or premium, if any) , or interest (including Additional Interest) 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 AgentsAgents for the Securities, it will, prior to 10:00 A.M. Eastern Time, on or before each due date of the principal of (or premium, if any) , or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. The If the Company is not acting as Paying Agent, the Company will cause each Paying Agent (other than the Trustee 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: (1a) hold all sums held by it for the payment of the principal of (and premium, if any) , or interest (including Additional Interest) on the Securities of a 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; (2b) give the Trustee notice of any default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any seriesinterest; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all respects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and obligations of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 the principal of (and premium, if any), and/or interest (including Additional Interest) on, any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.payment

Money for Security Payments to be Held in Trust. If the Company Issuer shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, provided and the Issuer will promptly notify the Trustee of its action or failure so to act. Whenever the Company Issuer shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, no later than the opening of business on each due date of the principal of (or of, premium, if any) , or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent the Trustee a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and principal, premium, if any) , or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company Issuer will promptly notify the Trustee of its any failure so to act. The Company Issuer 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: (1) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a 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 Issuer (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series;interest; and (3) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms trusts as those upon which such sums were held by the Company Issuer 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 Anything contained herein to the contrary notwithstanding, any money deposited with held by the Trustee or any Paying AgentAgent in trust for the payment and discharge of the principal of or interest on any Security which remains unclaimed for two years after the date when each payment of such principal, premium or then held interest has become payable shall be repaid within 60 days of such date by the Company in trust Trustee to the Issuer as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Holders shall look only to the Issuer for the payment of the principal of (and premium, if any), and/or or interest (including Additional Interest) on, any Security and remaining unclaimed for two years after on such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Security. The Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from liable to the date Issuer, the Company or any Holder for interest on funds held by it for the payment and discharge of the principal, premium or interest on any of the Securities to any Holder. The Issuer shall not be liable for any interest on the sums paid to it pursuant to this paragraph and shall not be regarded as a trustee of such publication, any unclaimed balance of such money then remaining will be repaid to the Companymoney.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or 84 - 78 - before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Timea.m., New York City time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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: (1) hold all sums held by it for the payment of the principal of (and premium, if any) , or interest (including Additional Interest) on the Securities of a 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 such Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any seriesSeries; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 85 - 79 - 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 the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) , or interest (including Additional Interest) 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, it will, on or prior to 10:00 A.M. Eastern Time, a.m. (New York City time) on each due date of the principal of (or premiumof, and premium and Additional Amounts, if any) , or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and premium, if any) or interest, including any premium and Additional Interest Amounts and interest so becoming due, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional InterestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company will cause each Paying Agent other than the Trustee or the Company to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: will (1i) comply with the provisions of the Trust Indenture Act and this indenture applicable to it as a Paying Agent and hold all sums held by it for the payment of the principal of (and premiumof, if any) or any premium or interest (including Additional Interest) on on, the Securities of a 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; ; (2ii) give the Trustee written notice of any default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series; the Securities; and (3iii) at any time during the continuance of any default with Event of Default by the Company (or any other obligor upon the Securities) in the making of any payment in respect to a series of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with for payment in respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying AgentSecurities, and account for any funds disbursed. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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. The Trustee shall not be liable for any act or failure to act of any Paying Agent (other than the Trustee acting in such capacity) to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. Any money deposited with the Trustee or any Paying Agent, or then held by the Company Company, in trust for the payment of the principal of (and premiumpremium and Additional Amounts, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premiumpremium and Additional Amounts, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of ManhattanNew York, the City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the The Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Intereston, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent (which shall not be the Company) a sum in same day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a 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; (2b) give the Trustee notice of any default Default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect of any Security of any seriesinterest; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; andAgent; (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and disabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, 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 terms 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 Agent in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) promptly be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trustCompany upon Company Request; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repaymentpayment to the Company, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of The New York Times and in each Place of PaymentThe Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of on such money then remaining will promptly be repaid to the Company.

Money for Security Payments to be Held in Trust. If Whenever the Company shall at any time act as its own have one or more Paying Agent with respect to any series of SecuritiesAgents, it willshall, on or before prior to each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or 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: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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 such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series;interest; and (3) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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 Agent in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision Company upon delivery of applicable escheat or abandoned or unclaimed property law) be discharged from such trusta Company Request; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of ManhattanNew York, the City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company Issuer shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) 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 Issuer shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or and premium, if any) or interest, including Additional Interest interest on any Securities, deposit (or, if the Issuer has deposited with the Trustee any trust funds pursuant to Section 1204(1), cause the Trustee therefor to deposit) with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional InterestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company Issuer will promptly notify the Trustee of its action or failure so to act. The Company Issuer 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: will (1i) hold all sums held by it for comply with the payment provisions of the principal of Trust Indenture Act applicable to it as a Paying Agent and (and premium, if anyii) or interest (including Additional Interest) on during the Securities of a 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 continuance of any default by the Company Issuer (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agentsuch. The Company may, Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms trusts as those upon which such sums were held by the Company Issuer 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 Issuer, in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the CompanyIssuer on Issuer Request, or (if then held by the CompanyIssuer) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company Issuer as trustee thereof, shall thereupon cease; providedPROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, 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 Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 CompanyIssuer.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Timea.m., New York City time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its 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: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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 such Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any seriesSeries; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by 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 terms 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 the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; providedPROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if anya) or interest (including Additional Interest, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Timea.m., New York City time, on each due date of the principal of or any premium or interest (or premium, if anyincluding any Additional Interest) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming duesuch amount, such sum to be held as provided in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interest, Trust Indenture Act and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act. . (b) The Company will cause each Paying Agent for the 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 SectionSection 10.2, that such Paying Agent will: will (1i) hold all sums held by comply with the provisions of this Indenture and the Trust Indenture Act applicable to it for as a Paying Agent and (ii) during the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a 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 continuance of any default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with for payment in respect to such series; andof the Securities. (4c) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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. . (d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of (and premium, if any), and/or any premium or interest (including any Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or any premium or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, provided that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company Issuer shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it they will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) 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 Issuer shall have one or more Paying Agents, it they will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or and premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional InterestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company Issuer will promptly notify the Trustee of its action or failure so to act. The Company Issuer 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: will (1i) hold all sums held by it for comply with the payment provisions of the principal of Trust Indenture Act applicable to it as a Paying Agent (and premiumor, if any) or interest (including Additional Interest) on the Securities of a series in trust for the benefit of the Persons entitled thereto until such sums time as this Indenture shall be paid qualified under the Trust Indenture Act, which would be applicable to such Persons or otherwise disposed of it as herein provided; Paying Agent if this Indenture were so qualified) and (2ii) give in the Trustee notice event and during the continuance of any default by the Company (or Issuer(or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any series; (3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agentsuch. The Company may, Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order Issuer order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms trusts as those upon which such sums were held by the Company Issuer 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 Issuer, in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the CompanyIssuer on Issuer request, or (if then held by the CompanyIssuer) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as Issuer trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, 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 Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 CompanyIssuer.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) 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, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or and premium, if any) or interest, including Additional Interest interest on any Securitiessecurities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional Interest so becoming duesuch amount, such sum to be held in trust for as provided by the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional InterestTrust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or 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 SectionSection 1003, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a 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 such Securitiesthe securities) in the making of any payment of principal (and principal, premium, if any) , or interest (or Additional Interest) in respect of any Security of any series;interest; and (3) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, shall at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent Agent, it shall, on or before each due date of the principal of, interest on or any other amounts owing in respect of, any of the Securities, segregate and hold in trust for the benefit of the Holders entitled thereto a sum sufficient to pay the principal of, interest on, or any other amounts owing with respect to, any of the Securities so becoming due until such sums shall be paid to any series such persons or otherwise disposed of Securitiesas herein provided, it willand shall promptly notify the Trustee of its action or failure so to act. If the Company is not acting as Paying Agent, the Company shall, on or before each due date of the principal of (and premium, if any) or interest (including Additional Intereston, if any) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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 failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming duedue in the manner set forth in Section 3.07, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal (and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of its such action or any failure so to act. The If the Company will is not acting as Paying Agent, the Company 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 Trustee, subject to the provisions of this SectionSection 10.03, that such Paying Agent willshall: (1a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a series in trust for the benefit of the Persons Holders entitled thereto until such sums shall be paid to such Persons Holders or otherwise disposed of as herein provided; (2b) give the Trustee notice of any default Default by the Company or any Guarantors (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) of or interest (or Additional Interest) in respect of any Security of any serieson the Securities; (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and liabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 118 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 Company, in trust for the payment of the principal of (and premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on to the Company upon receipt of a Company Request to the Companytherefor, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York Times and in each Place of PaymentThe Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of such money then remaining will shall be repaid to the Company.

Money for Security Payments to be Held in Trust. (a) If the Company or any of its Restricted Subsidiaries shall at any time act as its own Paying Agent with respect to any series of Securitieshereunder, it willshall, on or before each due date of the principal of (and premium, if any) or interest (including Additional and Special Interest, if any) , on any of the Securities of such seriesNotes, segregate and hold in trust for the benefit of the Persons Person entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional 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. . (b) Whenever the Company shall have one or more Paying AgentsAgents for the Notes, it will, prior to 10:00 A.M. Eastern Timeshall, on or before each due date of the principal of (or and premium, if any) or interestinterest and Special Interest, including Additional Interest if any, on any SecuritiesNotes, 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 (and premium, if any) or interestinterest and Special Interest, including Additional Interest if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (principal, premium or interest and premium, if any) or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of its such action or any failure so to act. . (c) The Company will 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 Trustee, subject to the provisions of this SectionSection 4.20, that such Paying Agent willshall: (1i) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional and Special Interest) , if any, on the Securities of a series 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; (2ii) give the Trustee notice of any default by the Company (or any other obligor upon such Securitiesthe Notes) in the making of any payment of principal (and premium, if any) or interest (or Additional and Special Interest) in respect of any Security of any series;, if any; and (3iii) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 paying Agent, such sums to be held by the Trustee upon the same terms trusts as those upon which such sums were held by the Company or such Paying Agent; and, 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 Company, in trust for the payment of the principal of (and premium, if any)) or interest and Special Interest, and/or interest (including Additional Interest) onif any, on any Security Note and remaining unclaimed for two years after such principal (and premium, if any)) or interest and Special Interest, and/or interest (including Additional Interest) if any has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the Companyrequest, unless an abandoned property law designates another person, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, provided that the Trustee or such Paying Agent, before being required to make any such repayment, may, shall at the written direction and at the expense of the Company, cause to be published once, in a newspaper published in the English languageNew York Times, customarily published on each Business Day and of general circulation in the Borough of ManhattanThe Wall Street Journal (national edition), the City of New York Globe and in each Place of PaymentMail and the National Post, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it willshall, on or before 12:00 noon, New York City time, on each due date of the principal of (and premium, if any) , interest or interest (including Additional InterestLiquidated Damages, if any) , on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) , interest or interest (including Additional Interest) Liquidated Damages, if any, so becoming due until such sums sum 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 AgentsAgents for the Securities, it willwill on or before 12:00 noon, prior to 10:00 A.M. Eastern TimeNew York City time, on each due date of the principal of (or and premium, if any) , interest or interestLiquidated Damages, including Additional Interest if any, on any Securities, deposit with a Paying Agent a sum immediately available funds sufficient to pay the principal (and premium, if any) , interest or interestLiquidated Damages, including Additional Interest if any, so becoming due, such sum funds to be held in trust for the benefit of the Persons entitled to such principal (and principal, premium, if any) Liquidated Damages or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will shall promptly notify the Trustee of its such action or any failure so to act. The Company will shall cause each Paying Agent (other than the Trustee 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: (1a) hold all sums held by it for the payment of the principal of (and premium, if any) , interest or interest (including Additional Interest) Liquidated Damages, if any, on the Securities of a 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; (2b) give the Trustee notice of any default Default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) , interest or interest (or Additional Interest) in respect of any Security of any series;Liquidated Damages, if any; and (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 moneysums. Any Subject to applicable escheat and abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company Company, in trust for the payment of the principal of (and premium, if any), and/or interest (including Additional Interest) onor Liquidated Damages, if any, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or interest (including Additional Interest) or Liquidated Damages, if any, has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid to the Company on Company Request to the CompanyRequest, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; providedPROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of Payment(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 Company.

Money for Security Payments to be Held in Trust. If (a) In the event the Company shall or any Restricted Subsidiary will at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or not less than one Business Day before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesNotes, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) so becoming due until such sums shall will be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure to so to act. Whenever . (b) In the event the Company shall have one or more any Restricted Subsidiary is not acting as Paying AgentsAgent, it the Company will, prior to 10:00 A.M. Eastern Time, on not less than one Business Day before each due date of the principal of (or premium, if any) or interest, including Additional Interest interest on any SecuritiesNotes, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and premium, if any) or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, including Additional Interestand, and (unless such Paying Agent is the Trustee) , the Company will promptly notify the Trustee of its such action or any failure to so to act. The . (c) In the event the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall will agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1i) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a series Notes in trust for the benefit of the Persons Holders and the Trustee entitled thereto until such sums shall will be paid to such Persons or otherwise disposed of as herein provided; (2ii) give the Trustee notice of any default Default by the Company (or any other obligor upon such Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any serieson the Notes; (3iii) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4iv) acknowledge, accept and agree to comply in all aspects with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, relating to the Trustee all sums held in trust by the Company or duties, rights and disabilities of such Paying Agent, such sums to be held by the Trustee upon the same terms 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 the principal of (and premium, if any), and/or interest (including Additional Interest) on, any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York and in each Place of Payment, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest) 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 in writing of its action or failure so to act. As provided in Section 5.4, upon any bankruptcy or reorganization proceeding relative to the Company, the Trustee shall serve as the Co-Paying Agent for the Securities. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M. Eastern Time, on each due date of the principal of (or and premium, if any) or interest, including Additional Interest interest on any Securities, deposit with a the Principal Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, interest (including Additional Interest Amounts, if any) so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of its action or failure so to act. As provided in Section 5.4, upon any bankruptcy or reorganization proceeding relative to the Company the Trustee shall serve as the Paying Agent for the Securities. The Company will cause each Paying Agent other than the Trustee and the Principal Paying Agent 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: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on the Securities of a series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed disclosed of as herein provided; (2) give the Trustee notice of any default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and premium, if any) or interest (or Additional Interest) in respect of any Security of any seriesinterest; (3) at any time during the continuance of any default with respect to a series of Securitiessuch default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4) acknowledge, accept and agree to comply in all respects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and obligations of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 Company, in trust for the payment of the principal of (and premium, if any), and/or ) or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and premium, if any), and/or ) or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company on the Company’s Request, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, shall at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the The City of New York and in each Place of PaymentYork, 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 Company.

Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of SecuritiesAgent, it will, on or before each due date of the principal of (and of, premium, if any) , or interest (including Additional Interest, if any) on any of the Securities of such seriesSecurities, segregate and hold in trust for the benefit of the Persons Holders entitled thereto a sum sufficient to pay the principal (and principal, premium, if any) , or interest (including Additional Interest) so becoming due until such sums shall be paid to such Persons persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act. Whenever If the Company shall have one or more is not acting as Paying AgentsAgent, it the Company will, prior to 10:00 A.M. Eastern Time, on or before each due date of the principal of (or of, premium, if any) , or interestinterest on, including Additional Interest on any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal (and principal, premium, if any) , or interest, including Additional Interest interest so becoming due, such sum to be held in trust for the benefit of the Persons Holders entitled to such principal (and premiumprincipal, if any) premium or interest, including Additional Interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its such action or any failure so to act. The If the Company is not acting as Paying Agent, the Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall will agree with the Trustee, subject to the provisions of this SectionSection 10.03, that such Paying Agent will: (1a) hold all sums held by it for the payment of the principal of (and of, premium, if any) , or interest (including Additional Interest) on the Securities of a series in trust for the benefit of the Persons Holders entitled thereto until such sums shall be paid to such Persons Holders or otherwise disposed of as herein provided; (2b) give the Trustee notice of any default Default by the Company (or any other obligor upon such the Securities) in the making of any payment of principal (and of, premium, if any) , or interest (or Additional Interest) in respect of any Security of any series;on the Securities; 83 -76- (3c) at any time during the continuance of any default with respect to a series of Securitiessuch Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such seriesAgent; and (4d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the Trust Indenture Act applicable to it as a duties, rights and liabilities of such Paying Agent. The Company may, may at any time, for the purpose of obtaining the satisfaction and discharge of 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 terms 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 will 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 Company, in trust for the payment of the principal of (and of, premium, if any), and/or or interest (including Additional Interest) on, on any Security and remaining unclaimed for two years after such principal (and principal, premium, if any), and/or or interest (including Additional Interest) has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on to the Company upon receipt of a Company Request to the Companytherefor, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) will be discharged from such trust; and the Holder of such Security shall will thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, may at the expense of the Company, Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York Times and in each Place of Paymentthe Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of such money then remaining will shall be repaid to the Company.