Common use of Paying Agent to Hold Money and Securities in Trust Clause in Contracts

Paying Agent to Hold Money and Securities in Trust. Except as otherwise provided herein, on or prior to each due date of payment in respect of any Security, the Company shall deposit with the Paying Agent a sum of money (in immediately available funds if deposited on the due date) or Common Stock or, as permitted by this Indenture, a combination thereof, sufficient to make such payments when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money and Common Stock held by the Paying Agent for the making of payments in respect of the Securities and shall notify the Trustee of any default by the Company in making any such payment. At any time during the continuance of any such default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all money and Common Stock so held in trust. If the Company or a Wholly Owned Subsidiary acts as Paying Agent, it shall segregate the money and Common Stock held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money and Common Stock held by it to the Trustee and to account for any funds and Common Stock disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee. Notwithstanding anything in this Indenture to the contrary, if due to any law, rule, regulation applicable to the Trustee or any internal policy of the Trustee, the Trustee (in its capacity as Trustee, Paying Agent or Conversion Agent) is not permitted or able to hold in trust for the benefit of Holders, or to deliver to Holders, any shares of Common Stock which are owed to any Holders upon conversion of any Security, then the Trustee shall not be required to hold any such shares of Common Stock in trust or deliver such shares of Common Stock to the Holders and the Company shall not be required to deliver such shares of Common Stock to the Trustee, but rather instead, the Company shall appoint another Paying Agent, Conversion Agent or Co-Trustee that has the ability to perform such functions or the Trustee and the Company shall coordinate with the registrar and stock transfer agent for the Company’s Common Stock (the “Common Stock Registrar”) to ensure that any such shares of Common Stock are held in trust by the Common Stock Registrar and delivered by the Common Stock Registrar to the Holders when due, and in such capacity and in performing such duties on behalf of the Trustee, the Common Stock Registrar shall be entitled to all of the rights, powers and indemnifies that the Trustee, Conversion Agent or Paying Agent is entitled to under this Indenture. Nothing in this paragraph shall relieve the Company of its duty to issue and deliver any shares of Common Stock to the Holders of Securities upon conversion when due.

Paying Agent to Hold Money and Securities in Trust. Except as otherwise provided herein, on or prior to each due date of payment payments in respect of any 2001 Convertible Security, the Company shall deposit with the Paying Agent a sum of money (in immediately available funds if deposited on the due date) or shall cause its Stock Transfer Agent to prepare and issue shares of Common Stock orready for delivery in book-entry form through the facilities of DTC, as permitted by this Indenture, a combination thereofapplicable, sufficient to make such payments when so becoming due. The Stock Transfer Agent shall confirm that it has received such direction from the Company in writing to the Trustee. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders of the 2001 Convertible Securities or the Trustee all money and shares of Common Stock held by the Paying Agent for the making of payments in respect of the 2001 Convertible Securities and shall notify the Trustee of any default by the Company in making any such payment. At any time during the continuance of any such default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all money and shares of Common Stock so held in trusttrust by the Stock Transfer Agent. If the Company Company, a Subsidiary or a Wholly Owned Subsidiary an Affiliate of either of them acts as Paying Agent, it shall segregate the money and shares of Common Stock held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money and shares of Common Stock held by it to the Trustee and to account for any funds and Common Stock disbursed by the Paying AgentStock Transfer Agent on its behalf. Upon complying with this Sectiondoing so, the Paying Agent shall have no further liability for the money delivered to the Trustee. Notwithstanding anything in this Indenture to the contrary, if due to any law, rule, regulation applicable to the Trustee or any internal policy of the Trustee, the Trustee (in its capacity as Trustee, Paying Agent or Conversion Agent) is not permitted or able to hold in trust for the benefit of Holders, or to deliver to Holders, any shares of Common Stock which are owed to any Holders upon conversion of any Security, then the Trustee shall not be required to hold any such shares of Common Stock in trust or deliver such shares of Common Stock to the Holders and the Company shall not be required to deliver such shares of Common Stock to the Trustee, but rather instead, the Company shall appoint another Paying Agent, Conversion Agent or Co-Trustee that has the ability to perform such functions or the Trustee and the Company shall coordinate with the registrar and stock transfer agent for the Company’s Common Stock (the “Common Stock Registrar”) to ensure that any such shares of Common Stock are held in trust by the Common Stock Registrar and delivered by the Common Stock Registrar to the Holders when due, and in such capacity and in performing such duties on behalf of the Trustee, the Common Stock Registrar shall be entitled to all of the rights, powers and indemnifies that the Trustee, Conversion Agent or Paying Agent is entitled to under this Indenture. Nothing in this paragraph shall relieve the Company of its duty to issue and deliver any shares of Common Stock to the Holders of Securities upon conversion when dueStock.

Paying Agent to Hold Money and Securities in Trust. Except as otherwise provided herein, on or prior to each due date of payment payments in respect of any Security, the Company shall deposit with the Paying Agent a sum of money (in immediately available funds if deposited on the due date) or shares of Common Stock or, as permitted by this Indenture, a combination thereof, sufficient to make such payments when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders Securityholders or the Trustee all money and shares of Common Stock held by the Paying Agent for the making of payments in respect of the Securities and shall notify the Trustee of any default by the Company in making any such payment. At any time during the continuance of any such default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all money and shares of Common Stock so held in trust. If the Company Company, a Subsidiary or a Wholly Owned Subsidiary an Affiliate of either acts as Paying Agent, it shall segregate the money and shares of Common Stock held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money and shares of Common Stock held by it to the Trustee and to account for any funds and Common Stock disbursed by the Paying Agentit. Upon complying with this Sectiondoing so, the Paying Agent shall have no further liability for the money delivered to the Trusteeor shares of Common Stock. Notwithstanding anything in this Indenture to the contrary, if due to any law, rule, regulation applicable to Any money deposited with the Trustee or any internal policy of Paying Agent, or then held by the TrusteeCompany, the Trustee (in its capacity as Trustee, Paying Agent or Conversion Agent) is not permitted or able to hold in trust for the benefit payment of Holdersthe Principal Amount, Redemption Price, Purchase Price or contingent interest on any Security and remaining unclaimed for two years after such amount has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to deliver to Holdersthe Company for payment thereof, any shares and all liability of Common Stock which are owed to any Holders upon conversion of any Security, then 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 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, notice that such money remains unclaimed and that, after a date specified therein, which shall not be required to hold any less than 30 days from the date of such shares publication. Any unclaimed balance of Common Stock in trust or deliver such shares of Common Stock money then remaining will be repaid to the Holders and the Company shall not be required to deliver such shares of Common Stock to the Trustee, but rather instead, the Company shall appoint another Paying Agent, Conversion Agent or Co-Trustee that has the ability to perform such functions or the Trustee and the Company shall coordinate with the registrar and stock transfer agent for the Company’s Common Stock (the “Common Stock Registrar”) to ensure that any such shares of Common Stock are held in trust by the Common Stock Registrar and delivered by the Common Stock Registrar to the Holders when due, and in such capacity and in performing such duties on behalf of the Trustee, the Common Stock Registrar shall be entitled to all of the rights, powers and indemnifies that the Trustee, Conversion Agent or Paying Agent is entitled to under this Indenture. Nothing in this paragraph shall relieve the Company of its duty to issue and deliver any shares of Common Stock to the Holders of Securities upon conversion when due.

Paying Agent to Hold Money and Securities in Trust. Except -------------------------------------------------- as otherwise provided herein, on or prior to each due date of payment payments in respect of any 2001 Convertible Security, the Company shall deposit with the Paying Agent a sum of money (in immediately available funds if deposited on the due date) or shall cause its Stock Transfer Agent to prepare and issue shares of Common Stock orready for delivery in book-entry form through the facilities of DTC, as permitted by this Indenture, a combination thereofapplicable, sufficient to make such payments when so becoming due. The Stock Transfer Agent shall confirm that it has received such direction from the Company in writing to the Trustee. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders of the 2001 Convertible Securities or the Trustee all money and shares of Common Stock held by the Paying Agent for the making of payments in respect of the 2001 Convertible Securities and shall notify the Trustee of any default by the Company in making any such payment. At any time during the continuance of any such default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all money and shares of Common Stock so held in trusttrust by the Stock Transfer Agent. If the Company Company, a Subsidiary or a Wholly Owned Subsidiary an Affiliate of either of them acts as Paying Agent, it shall segregate the money and shares of Common Stock held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money and shares of Common Stock held by it to the Trustee and to account for any funds and Common Stock disbursed by the Paying AgentStock Transfer Agent on its behalf. Upon complying with this Sectiondoing so, the Paying Agent shall have no further liability for the money delivered to the Trustee. Notwithstanding anything in this Indenture to the contrary, if due to any law, rule, regulation applicable to the Trustee or any internal policy of the Trustee, the Trustee (in its capacity as Trustee, Paying Agent or Conversion Agent) is not permitted or able to hold in trust for the benefit of Holders, or to deliver to Holders, any shares of Common Stock which are owed to any Holders upon conversion of any Security, then the Trustee shall not be required to hold any such shares of Common Stock in trust or deliver such shares of Common Stock to the Holders and the Company shall not be required to deliver such shares of Common Stock to the Trustee, but rather instead, the Company shall appoint another Paying Agent, Conversion Agent or Co-Trustee that has the ability to perform such functions or the Trustee and the Company shall coordinate with the registrar and stock transfer agent for the Company’s Common Stock (the “Common Stock Registrar”) to ensure that any such shares of Common Stock are held in trust by the Common Stock Registrar and delivered by the Common Stock Registrar to the Holders when due, and in such capacity and in performing such duties on behalf of the Trustee, the Common Stock Registrar shall be entitled to all of the rights, powers and indemnifies that the Trustee, Conversion Agent or Paying Agent is entitled to under this Indenture. Nothing in this paragraph shall relieve the Company of its duty to issue and deliver any shares of Common Stock to the Holders of Securities upon conversion when dueStock.