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

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer shall require each the Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary of the Issuer) shall have no further liability for the money. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer shall will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premiumpremium on, if any, or interest on interest, if any, on, the Notes, and shall will notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall will have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall will serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary of the Issuer) shall have no further liability for the money. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer shall require each any Paying Agent other than the Trustee to agree in writing that the such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or and interest on the Notes, and shall notify the Trustee in writing of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a any Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a any Paying Agent to pay all money held by it such Paying Agent to the Trustee. Upon payment over to the Trustee, the such Paying Agent (if other than the Issuer or a SubsidiaryIssuer) shall have no further liability for the moneymoney delivered to the Trustee. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy of the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as automatically be the Paying Agent for the NotesAgent.

Paying Agent to Hold Money in Trust. The Issuer shall Issuers will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premium, if any, or interest on on, and interest, if any, on, the Notes, and shall will notify the Trustee of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Issuers or a Subsidiary) shall will have no further liability for the money. If the Issuer Issuers or a Subsidiary acts as Paying Agent, it shall will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuers, the Trustee shall will serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8SECTION 6.1(7) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer shall Issuers will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Additional Interest, if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Sunoco LP or a Subsidiary) shall will have no further liability for the money. If the Issuer Sunoco LP or a Subsidiary acts as Paying Agent, it shall will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereofany bankruptcy or reorganization proceedings relating to Sunoco LP, the Trustee shall will serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Liquidated Damages, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Issuers or a SubsidiarySubsidiary thereof) shall have no further liability for the money. If the either Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuers, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premiumpremium on, if any, or interest on on, the Notes, and shall will notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiaryany of its Subsidiaries) shall will have no further liability for the money. If the Issuer or a Subsidiary acts any of its Subsidiaries act as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money funds held by it relating to the Notes to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money funds held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the moneysuch funds. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money funds held by it as Paying Agent. Upon any Event of Default under Sections 6.01(i) and (j) hereof relating to the occurrence of events specified in Section 6.1(8) hereofCompany, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or and interest on the Notes, and shall notify the Trustee in writing of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it such Paying Agent to the Trustee. Upon payment over to the Trustee, the such Paying Agent (if other than the Issuer or a SubsidiaryIssuer) shall have no further liability for the moneymoney delivered to the Trustee. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence any Event of events specified in Default under Section 6.1(86.1(v) hereofand (vi), the Trustee shall serve as automatically become the Paying Agent for the Notesunless otherwise prohibited by applicable Bankruptcy Law.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premium, if any, or and interest on the Notes, and shall notify the Trustee in writing of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it such Paying Agent to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a SubsidiaryIssuer) shall have no further liability for the moneymoney delivered to the Trustee. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Liquidated Damages, if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Issuers or a Subsidiary) shall have no further liability for the money. If the Issuer Issuers or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuers, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premium, if any, or and interest on the Notes, and shall notify the Trustee in writing of any Default by the Issuer Issuers in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it such Paying Agent to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than either of the Issuer or a SubsidiaryIssuers) shall have no further liability for the moneymoney delivered to the Trustee. If either of the Issuer or a Subsidiary Issuers acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money funds held by it relating to the Notes to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money funds held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the moneysuch funds. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money funds held by it as Paying Agent. Upon any Event of Default under Sections 6.01(d) and (e) hereof relating to the occurrence of events specified in Section 6.1(8) hereofCompany, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer shall require each the Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiaryone of its respective Subsidiaries) shall have no further liability for the money. If the Issuer or a Subsidiary one of its respective Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Liquidated Damages, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the money. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(86.01(vii) through (ix) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(86.1(7) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer shall will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall will notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary thereof) shall will have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall will serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders Securityholders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, principal or interest on the NotesSecurities, and shall will notify the Trustee of any Default default by the Issuer or any Guarantor in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a SubsidiaryIssuer) shall have no further liability for the moneymoney delivered to the Trustee. If the Issuer or a Subsidiary any of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders Securityholders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee in writing of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof), the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall will notify the Trustee Trustee, in writing, of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the an Issuer or a Subsidiary) shall have no further liability for the money. If the an Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders of the Notes all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuers, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee in writing of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it relating to the Notes to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence any Event of events specified in Section 6.1(8Default under Sections 6.01(6) hereofor (7), the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall promptly notify the Trustee in writing of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money funds held by it relating to the Notes to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money funds held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the moneysuch funds. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money funds held by it as Paying Agent. Upon any Event of Default under Sections 6.01(h) and (i) hereof relating to the occurrence of events specified in Section 6.1(8) hereofCompany, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Liquidated Damages, if any, or interest Interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Issuers or a Subsidiary) shall have no further liability for the money. If the Issuer Issuers or a Subsidiary acts act as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to either of the occurrence of events specified in Section 6.1(8) hereofIssuers, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer Issuers in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the an Issuer or a Subsidiary) shall have no further liability for the money. If the an Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof), the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Additional Interest, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Issuers or a Subsidiarysubsidiary) shall have no further liability for the money. If the Issuer Issuers or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuers, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Liquidated Damages, if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the money. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuers, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Additional Interest, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Issuers or a Subsidiary) shall have no further liability for the money. If the Issuer Issuers or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuers, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money funds held by it relating to the Notes to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money funds held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the moneysuch funds. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money funds held by it as Paying Agent. Upon any Event of Default under Sections 6.01(vii) and (viii) hereof relating to the occurrence of events specified in Section 6.1(8) hereofCompany, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer Company in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Tembec Inc. or a SubsidiarySubsidiary thereof) shall have no further liability for the money. If the Issuer Tembec Inc. or a Subsidiary thereof acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in clause (8) of the first paragraph of Section 6.1(8) hereof6.1, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer Issuers in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Issuers or a Subsidiary) shall have no further liability for the money. If the Issuer Issuers or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof), the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer AirGate 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer AirGate in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer AirGate at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer AirGate or a Subsidiary) shall have no further liability for the money. If the Issuer AirGate or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(86.1(ix), (x) and (xi) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and account for any assets previously disbursed. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Restricted Subsidiary) shall have no further liability for the money. If the Issuer or a Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money funds held by it relating to the Notes to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money funds held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the moneysuch funds. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money funds held by it as Paying Agent. Upon any Event of Default under Sections 6.01(e) and (f) hereof relating to the occurrence either of events specified in Section 6.1(8) hereofthe Company, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium and Additional Amounts, if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principalinterest, additional amounts, if any, principal and premium, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary an Affiliate of the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Liquidated Damages, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the money. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(86.01 (vii) or (viii) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, premium or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Issuers or a Subsidiary) shall have no further liability for the money. If the Issuer, the Co- Issuer or a Subsidiary one of their respective Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money funds held by it relating to the Notes to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money funds held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the moneysuch funds. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money funds held by it as Paying Agent. Upon any Event of Default under Sections 6.01(viii) and (ix) hereof relating to the occurrence of events specified in Section 6.1(8) hereofCompany, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, Additional Interest if any, or cash interest on the Senior Notes, and shall will notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Senior Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Special Interest, if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer shall will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premiumpremium on, if any, or and interest on on, the Notes, and shall will notify the Trustee in writing of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall will have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall will serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, interest or interest Additional Interest, if any, on the Senior Notes, and shall notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the money. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(86.01(viii) and 6.01(ix) hereof, the Trustee shall serve as Paying Agent for the Senior Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or without duplication, cash interest on the Notes, and shall notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall will notify the Trustee Trustee, in writing, of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the an Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders of the Notes all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Liquidated Damages, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Issuers or a Subsidiary) shall have no further liability for the money. If the any Issuer or a Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuers, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer Issuers in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Issuers or a Subsidiary) shall have no further liability for the money. If the an Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(86.1(9) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee in writing of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money funds held by it relating to the Notes to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money funds held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the moneysuch funds. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money funds held by it as Paying Agent. Upon any Event of Default under Sections 6.01(f) and (g) hereof relating to the occurrence of events specified in Section 6.1(8) hereofCompany, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof6.01(h), the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer AirGate 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer AirGate in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer AirGate at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer AirGate or a Subsidiary) shall have no further liability for the money. If the Issuer AirGate or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8Sections 6.1(ix), (x) and (xi) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money funds held by it relating to the Notes to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money funds held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the moneysuch funds. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money funds held by it as Paying Agent. Upon any Event of Default under Sections 6.01(j) and (k) hereof relating to the occurrence of events specified in Section 6.1(8) hereofCompany, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Liquidated Damages, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a SubsidiaryIssuers) shall have no further liability for the money. If the Issuer or a Subsidiary acts Issuers act as Paying Agent, it they shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(86.01(vii) through (viii) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, Additional Interest, if any, or cash interest on the Notes, and shall notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer Issuers in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer Issuers or a Subsidiary an Affiliate of the Issuers acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money funds held by it relating to the Notes to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money funds held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the moneysuch funds. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money funds held by it as Paying Agent. Upon any Event of Default under Sections 6.01(a)(vii) and (a)(viii) hereof relating to the occurrence of events specified in Section 6.1(8) hereofCompany, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money assets held by the Paying Agent for the payment of principal, premium, if any, or Liquidated Damages, if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(86.1(h) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer NEHC 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Liquidated Damages, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer NEHC in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer NEHC at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer NEHC or a Subsidiary) shall have no further liability for the money. If the Issuer NEHC or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(86.01(viii) and (ix) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, Additional Interest, if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, premium or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Company or the Guarantors in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company, the Guarantors or a Subsidiary) shall have no further liability for the money. If the Issuer Company, the Guarantors or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(86.01(vii) or (viii) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money funds held by it relating to the Notes to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money funds held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the moneysuch funds. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money funds held by it as Paying Agent. Upon any Event of Default under Section 6.01(e) hereof relating to the occurrence of events specified in Section 6.1(8) hereofCompany, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee in writing of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary an Affiliate of the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any with respect to such payment. While any such Default continuesexists, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money funds held by it to the Trustee. Upon payment over to the TrusteeTrustee of any such funds, the Paying Agent (if other than unless it is the Issuer or a SubsidiarySubsidiary thereof) shall have no further liability for the moneysuch funds. If the Issuer or a Subsidiary thereof acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money funds held by it as Paying Agent. Upon Notwithstanding anything to the contrary herein, upon the occurrence of events any event specified in clause (13) of the first paragraph of Section 6.1(8) hereof6.1, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, premium or Additional Interest if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, premium or Additional Interest if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, interest or interest Additional Interest, if any, on the Notes, and shall notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.. 43

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the NotesSecurities, and shall notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money funds held by it relating to the Securities to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money funds held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the moneysuch funds. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money funds held by it as Paying Agent. Upon any Event of Default under Sections 6.01(e) and (f) hereof relating to the occurrence of events specified in Section 6.1(8) hereofCompany, the Trustee shall serve as Paying Agent for the NotesSecurities.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary thereof) shall have no further liability for the money. If the Issuer or a Subsidiary thereof acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in clause (8) of the first paragraph of Section 6.1(8) hereof6.1, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Liquidated Damages, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the money. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(86.01(h) and (i) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall will notify the Trustee Trustee, in writing, of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Restricted Subsidiary) shall have no further liability for the money. If the Issuer or a Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in clause (8) of the first paragraph of Section 6.1(8) 6.1 hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Liquidated Damages, if any, or interest on the NotesDebentures, and shall will notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer shall require each any Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium and Additional Amounts, if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders of the Notes or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Special Interest, if any, or interest on the Notes, and shall notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Issuer, the Company or a Subsidiaryany Subsidiary of the Company) shall have no further liability for the money. If the Issuer Issuer, the Company or a any Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders of the Notes all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings (or similar proceedings) relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer 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 the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, interest or interest Additional Interest, if any, on the Notes, and shall notify the Trustee of any Default default by the Issuer in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent in connection with the exercise of a conversion right under Article 10, or for the payment of principal, premium, if any, principal or interest on the NotesSecurities, and shall will notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the moneymoney delivered to the Trustee. If the Issuer Company or a any Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.053113\1008\02764\979QGT85.OTH 12

Paying Agent to Hold Money in Trust. The Issuer Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, principal or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any money disbursed by it. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Issuers or a Subsidiaryan Affiliate of the Issuers) shall have no further liability for the money. If the Issuer Issuers or a Subsidiary an Affiliate of the Issuers acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer shall Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premiumpremium on, if any, interest or interest on Special Interest, if any, on, the Notes, and shall will notify the Trustee of any Default default by the Issuer Company in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall will have no further liability for the money. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any Event of Default under Section 6.01(9) or 6.01(10) relating to the occurrence of events specified in Section 6.1(8) hereofCompany, the Trustee shall will serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. The Issuer Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumpremium or Special Interest, if any, or interest on the Notes, and shall will notify the Trustee of any Default default by the Issuer Issuers in making any such payment. While any such Default default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer Issuers or a Subsidiary) shall have no further liability for the money. If the Issuer Issuers or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the occurrence of events specified in Section 6.1(8) hereofIssuers, the Trustee shall serve as Paying Agent for the Notes.