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

Paying Agent to Hold Money in Trust. Not later than each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By no later than each due 11:00 a.m. (New York City time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company Issuer shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuer shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company Issuer or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company Issuer at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Issuer, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than Prior to noon, New York City time, on each due date of on which the principalprincipal of, premium, if any, and or interest on any NotesNote is due and payable, the Company Issuer shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuer shall require each the Paying Agent (other than the Trustee Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or and the Trustee all money held by the such Paying Agent for the payment of principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company Issuer or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund for the benefit of the Trustee and the Holders. The Company Issuer at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Issuer, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By 10:00 A.M. New York time, no later than one Business Day prior to each due date of the principal, premium, if any, and interest Payment Date on any NotesNote, the Company Issuer shall deposit with the Paying Agent money in immediately available funds a sum sufficient to pay such principal, premium, if any, principal and interest when so becoming duedue (including any amounts under Section 4.06). The Company Issuer shall request that the bank through which such payment is to be made agree to supply to the Paying Agent by 10:00 A.M. (New York time) two Business Days prior to the due date from any such payment an irrevocable confirmation (by tested telex) of its intention to make such payment. The Issuer shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such Paying Agent shall hold in trust trust, for the benefit of the Holders or the Trustee Trustee, all money held by the such Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) Issuer in making any such payment. The Company Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by it. Upon doing socomplying with this Section 2.05, the Paying Agent shall have no further liability for the money so paid over delivered to the Trustee. If Each payment in full of principal, redemption amount, Additional Amounts and/or interest payable under the Company Notes and this Indenture in respect of any Note made by or any Subsidiary on behalf of the Company Issuer to or to the order of the Paying Agent in the manner specified herein or in the Notes on the date due shall be valid and effective to satisfy and discharge the obligation of the Issuer to make payment of principal, redemption amount, Additional Amounts and/or interest payable hereunder and under the Notes on such date, provided, however, that the liability of the Paying Agent hereunder shall not exceed any Affiliate of any of them acts as Paying Agentamounts paid to it by the Issuer, it willor held by it, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit behalf of the Holders hereunder; and provided further that, in the event that there is a sum default by the Paying Agent in any payment of money sufficient to pay such principal, premiumredemption amount, if anyAdditional Amounts and/or interest in respect of any Note in accordance with the terms hereof, or interest so becoming due until the Issuer shall pay on demand such sum further amounts as will result in receipt by the Holder of money shall be paid to such Holders or otherwise disposed of amounts as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actwould have been received by it had no such default occurred.

Paying Agent to Hold Money in Trust. Not later than 10:00 a.m., New York City time, on each due date of the principal, premium, if any, and any Principal or interest on any NotesSecurities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming duePrincipal or interest. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, Principal of and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), Securities and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary affiliate of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, Principal of or interest on the Notesany Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such principal, premium, if any, Principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee in writing of its action or failure to actact as required by this Section.

Paying Agent to Hold Money in Trust. Not later than Prior to 10:00 a.m. New York City time, on each due date of the principalprincipal of, premium, if any, and or interest on any NotesNote is due and payable, the Company Issuers shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuers shall require each the Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company Issuers or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company Issuers or any Guarantor in making any such payment and shall during the continuance of any default by the Issuers (or any other obligor on upon the Notes) or any Guarantor in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company Issuers at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, insolvency, reorganization or similar proceeding with respect to either Issuer, the Company or any Subsidiary of the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By no later than each due 10:00 a.m. (New York City time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company or any Guarantor in making any such payment and shall during the continuance of any default by the Company (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing so, complying with this Section 2.04 the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Company, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By no later than each due 11:00 a.m. (Eastern time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company Issuer shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuer shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company Issuer or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company Issuer at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Issuer, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent Agent, if any, other than the Trustee to agree in writing that such 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 of, premium, if any, and or interest on the Equipment Notes (whether such money has been paid to it by the Company or any other obligor the Guarantor on the Equipment Notes), and that such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor the Guarantor on the Equipment Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Equipment Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actact as required by this Section 2.04.

Paying Agent to Hold Money in Trust. Not later than (a) Except as otherwise provided herein, prior to or on each due date of the principal, premium, principal of and premium (if any, ) and interest on any NotesDebenture, the Company shall deposit with the Paying Agent a sum of money in immediately available funds sufficient to pay such principal, premium, premium (if any, ) and interest so becoming due. The Company shall require each Paying Agent (other than the Trustee or the Company) to agree in writing that such 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 of, premium, of and premium (if any, ) and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), Debentures and such Paying Agent shall promptly notify the Trustee of any default Default by the Company (or any other obligor on the Notes) in making any such payment. At any time during the continuance of any such Default, the Paying Agent shall, upon the request of the Trustee, forthwith pay to the Trustee all money so held in trust and account for any money disbursed by it. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursedmoney disbursed by it. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company Company, a Subsidiary or any Subsidiary of the Company or any an Affiliate of any either of them acts as Paying Agent, it will, on shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. (b) The Companies may at any time designate additional Paying Agents or before each due date rescind the designation of any Paying Agent; however, the Companies shall at all times be required to maintain a Paying Agent in each place of payment for any series of Debentures. (c) Any monies deposited with the Trustee or any Paying Agent, or then held by the Company in trust, for the payment of the principal of, of and premium, if any, or interest on the Notes, segregate any series of Debentures and hold in a separate trust fund remaining unclaimed for the benefit of the Holders a sum of money sufficient to pay two years after such principal, premium, if any, or interest so becoming has become due until and payable shall, at the written request of the Company, be repaid to the Company and the Holder of such sum of money Debentures shall be paid thereafter look, as a general unsecured creditor, only to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actCompany for payment thereof.

Paying Agent to Hold Money in Trust. Not later than 11:00 a.m. (New York City time) each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By no later than each due 10:00 a.m. (Eastern time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company Issuer shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuer shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company Issuer or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company Issuer at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Issuer, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By no later than each due 11:00 a.m. (New York City time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company Issuer shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuer shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company Issuer or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or any of its Subsidiaries acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company Issuer at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Issuer, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By no later than each due 11:00 a.m. (Eastern time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company or any Guarantor in making any such payment and shall during the continuance of any default by the Company (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Company, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than Unless otherwise specified herein, prior to 10:00 a.m., New York City time, on each due date of the principalpayment of principal of, premiumor interest on, if any, and interest on any NotesSecurities, the Company shall deposit with the Paying Agent money in immediately available funds a sum sufficient to pay such principal, premium, if any, and principal or interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such A Paying Agent shall hold in trust for the benefit of the Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principal of, premiumor interest on, if anythe Securities, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default failure by the Company (or any other obligor on the NotesSecurities) in making to make any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall, before 10:00 a.m., New York City time, on each due date of the principal of, or interest on, any Securities, segregate the money and hold it as a separate trust fund for the benefit of Holders. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursedTrustee, and the Trustee may at any time during the continuance of any payment defaultDefault, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it forthwith to the Trustee and to account for any funds disbursedall sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (other than the Company) shall have no further liability for the money. Any money so deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or interest on any Security and remaining unclaimed for two years after such principal or interest has become due and payable shall promptly be paid over to the Trustee. If the Company or any Subsidiary (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or any Affiliate of any of them acts as such Paying Agent, it willbefore being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on or before each due Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit unclaimed balance of the Holders a sum of such money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and then remaining will promptly notify be repaid to the Trustee of its action or failure to actCompany.

Paying Agent to Hold Money in Trust. Not later than 12:00 p.m., New York City time, on each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the each Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent Agent, if any, other than the Trustee a Paying Agent that is a party to this Indenture to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and that such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actact as required by this Section 2.05.

Paying Agent to Hold Money in Trust. Not later than each due date Principal of, premium, if any, and interest on the Notes will be payable at the office of the Paying Agent or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided, all payments or principal, premium, if any, and interest on any Notes, with respect to the Company Notes represented by one or more Global Notes registered in the name or held by the Depositary shall deposit with the Paying Agent money in be made by wire transfer of immediately available funds sufficient to pay such principalaccounts specified by the Holder prior to 10:00 a.m., premiumNew York time, if any, on each due date of the principal and interest so becoming dueon any Note. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 ofprincipal, premium, if any, and premium or interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company (or any other obligor on the Notes) in making any such payment. While any such default continues, the Trustee may require a Paying Agent, and in such event any such Paying Agent shall have the obligation, to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any Trustee. Upon payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it over to the Trustee and to account for any funds disbursed. Upon doing soTrustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money so paid over to the Trusteesuch money. If the Company or any a Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, shall segregate and hold in a separate trust fund for the benefit of the Holders a sum of all money sufficient held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to pay such principalthe Company, premium, if anythe Trustee shall serve as Paying Agent for the Notes. Any money deposited with any Paying Agent, or then held by the Company or a domestic Subsidiary in trust for the payment of principal or interest so becoming on any Note and remaining unclaimed for two years after such principal and interest has become due until such sum of money and payable shall be paid to the Company at its request, or, if then held by the Company or a domestic Subsidiary, shall be discharged from such trust; and the Holders or otherwise disposed of shall thereafter, as provided in this Indenturegeneral unsecured creditors, look only to the Company for payment thereof, and will promptly notify all liability of the Trustee Paying Agent with respect to such money, and all liability of its action the Company or failure to actsuch permitted Subsidiary as trustee thereof, shall thereupon cease.

Paying Agent to Hold Money in Trust. Not By no later than each due 11:00 a.m. (New York City time) on the date of the on which any principal, premium, if any, and or interest (including any Additional Interest) on any NotesNote is due and payable, the Company shall deposit with the Paying Agent money in immediately available funds a sum sufficient to pay such principal, premium, if any, and or interest so becoming (including any Additional Interest) when due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders Noteholders or the Trustee all money held by the such Paying Agent for the payment of principal of, premium, if any, and or interest (including any Additional Interest) on the Notes (whether such money has been paid to it Notes, shall notify the Trustee in writing of any default by the Company or in making any other obligor on such payment and shall, during the Notes), and such Paying Agent shall promptly notify the Trustee continuance of any default by the Company (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes. If either of the Company or any of its Subsidiaries acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Company, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than Prior to 10:00 a.m. New York City time, on each due date of the principalprincipal of, premium, if any, and or interest on any NotesNote is due and payable, the Company Issuers shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuers shall require each the Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company Issuers or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company Issuers or any Guarantor in making any such payment and shall during the continuance of any default by the Issuers (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuers or a Subsidiary of the Issuers acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company Issuers at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Issuers or a Subsidiary of the Issuers) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Issuers, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than By 11:00 a.m. New York City time, on each due date of the principalprincipal of, premium, if any, and or interest on any NotesNote is due and payable, the Company shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and or interest so becoming when due. The Company shall require each the Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company or any Guarantor in making any such payment and shall during the continuance of any default by the Company (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this SECTION 2.4, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money so paid over delivered to the Trustee. If the Company Upon any bankruptcy, reorganization or similar proceeding with respect to any Subsidiary of the Company or any Affiliate of any of them acts Company, the Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. New York City time on each due date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the due date, of any principal, interest or premium, if any, and interest on any NotesSecurities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so or premium becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent for the payment of principal of, of and interest or premium, if any, on such Securities and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default Default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment defaultPayment Default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary Affiliate of the Company or any Affiliate of any of them acts as Paying Agent, it willshall, on or before each due date of any principal ofprincipal, premium, if any, interest or interest premium on the Notesany Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such principal, premium, if any, interest or interest premium so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will shall promptly notify the Trustee in writing of its action or failure to actact as required by this Section 2.06.

Paying Agent to Hold Money in Trust. Not later than each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and of or interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such the Company and the Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. Unless the Company, any Subsidiary or any Affiliate of any of them is the Paying Agent, money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Company at any time may require a the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, disbursed and the Trustee may at any time during the continuance of any payment defaultEvent of Default specified in Section 6.01(a) or (b), upon written request to a the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon doing somaking such payment, the Paying Agent shall have no further liability for the money so paid over delivered to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, Agent it willshall, on or before each due date of any the principal of, premium, if any, of or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders Persons entitled thereto a sum of money sufficient to pay such principal, premium, if any, the principal or interest so becoming due until such sum of money sums shall be paid to such Holders Persons or otherwise disposed of as herein provided in this Indenture, and will promptly notify the Trustee of its action or failure so to act.

Paying Agent to Hold Money in Trust. Not later than If the Company shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal, principal of (or premium, if any, and ) or interest on any of the Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, segregate and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders Persons entitled thereto a sum sufficient to pay the principal of (or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money sums shall be paid to such Holders Persons or otherwise disposed of as herein provided in this Indenture, and will shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for the Notes, it shall, on or before each due date of the principal of (or premium, if any) or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of such action or any failure so to act. The Company shall cause each Paying Agent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any Default by the Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (3) at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums. Subject to applicable laws relating to abandoned property, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as Trustee thereof, shall thereupon cease.

Paying Agent to Hold Money in Trust. Not later than Prior to each due date of the principal, premium, if any, principal of and interest on any NotesNote, the Company Issuer shall deposit with the each Paying Agent money (or if the Issuer or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in immediately available funds trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal, premium, if any, principal and interest when so becoming due. The Company Issuer shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such a 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 principal of, premium, if any, of and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company Issuer in making any such payment and shall, during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes. If the Issuer or a Wholly Owned Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. The Company Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by such Paying Agent. Upon doing socomplying with this Section 2.05, the a Paying Agent shall have no further liability for the money so paid over delivered to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than Prior to 10:00 a.m. New York City time, on each due date of the principalprincipal of, premium, if any, and or interest on any NotesNote is due and payable, the Company Issuer shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuer shall require each the Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company Issuer or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company Issuer at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Issuer, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 10:00 a.m., New York City time, on each due date of the principal, premium, if any, and any Principal or interest on any NotesSecurities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming duePrincipal or interest. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, Principal of and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), Securities and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company Company, the Guarantor or any Subsidiary affiliate of the Company or any Affiliate of any of them the Guarantor acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, Principal of or interest on the Notesany Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such principal, premium, if any, Principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee in writing of its action or failure to actact as required by this Section.

Paying Agent to Hold Money in Trust. Not later than each due date Principal of, premium, if any, and interest on the Notes will be payable at the office of the Paying Agent or, at the option of the Company, payment of interest may be made by check mailed to Holders at their respective addresses set forth in the Register; provided, all payments of principal, premium, if any, and interest on any Notes, with respect to the Company Notes represented by one or more Global Notes registered in the name or held by the Depositary shall deposit with be made by wire transfer of immediately available funds to the Paying Agent money in immediately available funds sufficient prior to pay such principal10:00 a.m., premiumNew York time, if any, on each due date of the principal and interest so becoming dueon any Note. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 ofprincipal, premium, if any, and or interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) 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 Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any Trustee. Upon payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it over to the Trustee and to account for any funds disbursed. Upon doing soTrustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money so paid over to the Trusteemoney. If the Company or any a Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, shall segregate and hold in a separate trust fund for the benefit of Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Holders a sum of money sufficient to pay such principalCompany, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actshall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. Not later than (a) Except as otherwise provided herein, prior to or on each due date of the principal, premium, principal of and premium (if any, ) and interest on any NotesDebenture, the Company shall deposit with the Paying Agent a sum of money in immediately available funds sufficient to pay such principal, premium, premium (if any, ) and interest so becoming due. The Company shall require each Paying Agent (other than the Trustee or the Company) to agree in writing that such 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 of, premium, of and premium (if any, ) and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), Debentures and such Paying Agent shall promptly notify the Trustee of any default Default by the Company (or any other obligor on the Notes) in making any such payment. At any time during the continuance of any such Default, the Paying Agent shall, upon the request of the Trustee, forthwith pay to the Trustee all money so held in trust and account for any money disbursed by it. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursedmoney disbursed by it. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company Company, a Subsidiary or any Subsidiary of the Company or any an Affiliate of any either of them acts as Paying Agent, it will, on shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. (b) The Companies may at any time designate additional Paying Agents or before each due date rescind the designation of any Paying Agent; however, the Companies shall at all times be required to maintain a Paying Agent in each Place of Payment for any series of Debentures. (c) Any moneys deposited with the Trustee or any Paying Agent, or then held by the Company in trust, for the payment of the principal of, of and premium, if any, or interest on the Notes, segregate any series of Debentures and hold in a separate trust fund remaining unclaimed for the benefit of the Holders a sum of money sufficient to pay two years after such principal, premium, if any, or interest so becoming has become due until and payable shall, at the written request of the Company, be repaid to the Company and the Holder of such sum of money Debentures shall be paid thereafter look, as a general unsecured creditor, only to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actCompany for payment thereof.

Paying Agent to Hold Money in Trust. Not By no later than each due 12:00 p.m. (Eastern time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company or any Guarantor in making any such payment and shall during the continuance of any default by the Company (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Company, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By no later than each due 11:00 a.m., New York City time, on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or and the Trustee all money held by the such Paying Agent for the payment of principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company or any Guarantor in making any such payment and shall during the continuance of any default by the Company (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund for the benefit of the Trustee and the Holders. The Company at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Company, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 11:00 a.m. Eastern time on each due date of the principal, premium, if any, and interest on any Notes, the Company Issuer shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming duedue on the due date for payment under the Notes. The Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company Issuer or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company Issuer (or any other obligor on the Notes) in making any such payment. The Company Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company Issuer or any Affiliate of any of them the Issuer acts as Paying Agent, it willshall, on or before each due date of any principal ofprincipal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will shall promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 10:00 a.m., New York City time, on each due date of the principal, premium, if any, and any Principal or interest on any NotesDebt Securities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming duePrincipal or interest. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders of such Debt Securities or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, Principal of and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), Debt Securities and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary affiliate of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, Principal of or interest on the Notesany Debt Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such principal, premium, if any, Principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee in writing of its action or failure to actact as required by this Section.

Paying Agent to Hold Money in Trust. Not later than 11:00 am (New York, New York time) on each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming duedue on the due date for payment under the Notes. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary Affiliate of the Company or any Affiliate of any of them acts as Paying Agent, it willshall, on or before each due date of any principal ofprincipal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will shall promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By no later than each due 11:00 a.m. (New York City time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company Issuer shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuer shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or and the Trustee all money held by the such Paying Agent for the payment of principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company Issuer or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company Issuer at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Issuer, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 11:00 a.m. (New York City time) on each due date of the principalprincipal of, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary Affiliate of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principalprincipal of, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than Except as otherwise provided herein, prior to each due date of the principal, premium, if any, and interest on any NotesNote, the Company shall deposit with the Paying Agent a sum of money in immediately available funds sufficient to pay such principal, premium, if any, and interest or Liquidated Damages so becoming due. The Company shall require each Paying Agent (other than the Trustee or the Company) to agree in writing that such 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 ofprincipal, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), ) and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. At any time during the continuance of any such default, the Paying Agent shall, upon the request of the Trustee, forthwith pay to the Trustee all money so held in trust and account for any money disbursed to it. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursedmoney disbursed by it. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company Company, a Subsidiary or any Subsidiary of the Company or any an Affiliate of any either of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on shall segregate the Notes, segregate money held by it as Paying Agent and hold in it as a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actfund.

Paying Agent to Hold Money in Trust. Not later than 11:00 a.m. (New York City time) on each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor Obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor Obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary Affiliate of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than Prior to 10:00 a.m., New York City time, on each due date of the on which any principal, premium, if any, and or interest on any NotesNote is due and payable, the Company shall deposit with the Paying Agent money in immediately available funds a sum sufficient to pay such principal, premium, if any, and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such 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 of, or premium, if any, and interest on or interest, if any, on, the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. If the Company or any of its Subsidiaries acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund for the benefit of the Holders. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and account for any funds disbursedTrustee, and the Trustee may at any time during the continuance of any payment defaultEvent of Default under Section 6.01(a) or (b), upon written request to a Paying Agent, require such Paying Agent to forthwith pay all money held by it to the Trustee and all sums so held in trust by such Paying Agent and, in each case, to account for any funds disburseddisbursed by such Paying Agent. Upon doing socomplying with this Section 2.04, the Paying Agent (if other than the Company or any of its Subsidiaries) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Company, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By no later than each due 11:00 a.m. (New York City time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company Issuer shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuer shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company Issuer or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company Issuer at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this ‎Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Issuer, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. (New York City time) each due date of the principal, premium, if any, Redemption Price of and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if anyRedemption Price, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if anyRedemption Price, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if anyRedemption Price, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if anyRedemption Price, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than Prior to each due date of the principalprincipal of, premium, premium if any, and interest on any Notesthe Securities, the Company shall deposit with the each Paying Agent money in immediately available funds a sum sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall it will hold in trust for the benefit of the Holders Holder of Securities or the Trustee all money held by the Paying Agent for the payment of principal of, premium, premium if any, and or interest on the Notes (whether such money has been paid Securities and to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee immediately in writing of any default by the Company (or any other obligor on the NotesSecurities) in making any such payment. If the Company or a Subsidiary thereof acts as Paying Agent, it shall on or before each due date of the principal of, premium, if any, or interest on any Securities segregate the money and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to forthwith pay all money held by it to the Trustee all sums so held in trust by such Paying Agent and to account for any funds disbursed. Upon doing so, the Paying Agent (other than the Company or a Subsidiary thereof) shall have no further liability for the money. Any money so paid over to deposited with the Trustee. If the Company Trustee or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it willor then held by the Company, on or before each due date in trust for payment of any the principal of, premium, if any, or interest on the Notes, segregate any Security and hold in a separate trust fund remaining unclaimed for the benefit of the Holders a sum of money sufficient to pay two years after such principal, and premium, if any, or interest so becoming has become due until such sum and payable shall, subject to the requirements of money shall applicable law, be paid to the Company upon its request; and the Holder of such Holders or otherwise disposed of as provided in this IndentureSecurity shall thereafter look only to the Company for payment thereof, and will promptly notify all liability of the Trustee of its action or failure such Paying Agent with respect to actsuch trust money shall thereupon cease.

Paying Agent to Hold Money in Trust. Not later than 11:00 a.m. (New York City time) each due date of the principal, premium, if any, and interest on Notes of any Notesseries, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the such Notes (whether such money has been paid to it by the Company or any other obligor on the such Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the such Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the such Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. New York City time on each due date of the principal, premium, if any, and or interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and or interest so becoming due. The Company shall require each Paying Agent Agent, if any, other than the Trustee to agree in writing that such 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 of, premium, if any, and or interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and that such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actact as required by this Section 2.05.

Paying Agent to Hold Money in Trust. Not later than each 10:00 a.m. New York City time on the due date of the principal, premium, if any, and any Principal or interest on any NotesSecurities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming duePrincipal or interest. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall (i) hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, Principal of and interest on such Securities, (ii) comply with the Notes (whether such money has been paid provisions of the Trust Indenture Act applicable to it by the Company or any other obligor on the Notes), and such as a Paying Agent and (iii) shall promptly notify the Trustee of any default by the Company (or any other obligor on upon the NotesSecurities of that series) in timely making any such payment. The Company at any time may may, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary Affiliate of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on in accordance with the Notestimes set forth above, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such principal, premium, if any, Principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actact as required by this Section.

Paying Agent to Hold Money in Trust. Not later than each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such each Paying Agent shall hold in trust for the benefit of the Holders holders or the Trustee all money assets held by the Paying Agent for the payment of principal of, premiumor interest on, if any, and interest on the Notes (whether such money has assets have been paid distributed to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default Default by the Company (or any other obligor on the Notes) in making any such payment. In the event that the Paying Agent receives funds in advance of any due date, the Paying Agent shall be entitled to invest such funds in the U.S. Bank Money Market Deposit Account or any substantially similar successor account, any earnings on which shall be for the account of the Company. The Company at any time may require a Paying Agent to pay distribute all money assets held by it to the Trustee and account for any funds disbursed, assets disbursed and the Trustee may at any time during the continuance of any payment defaultDefault, upon written request to a Paying Agent, require such Paying Agent to pay distribute all money assets held by it to the Trustee and to account for any funds disbursedassets distributed. Upon doing sodistribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for the money so paid over such assets. Upon any bankruptcy, reorganization or similar proceeding with respect to the Trustee. If Company, the Company or any Subsidiary of the Company or any Affiliate of any of them acts Trustee shall automatically serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By no later than each due 10:00 a.m. (Eastern time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium or interest when due or at the option of the Paying Agent, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, interest and interest so becoming dueAdditional Interest, if any, with respect to the Notes represented by one or more Global Notes registered in the name of DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company or any Guarantor in making any such payment and shall during the continuance of any default by the Company (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Company, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Each 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 of, premiumthe Accreted Value of and interest, if any, and interest on on, the Notes Securities (whether such money has been paid distributed to it by the Company or any other obligor on the NotesSecurities), and such the Company (or any other obligor on the Securities) and the Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the NotesSecurities) in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the money and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay distribute all money held by it to the Trustee and account for any funds disbursed, disbursed and the Trustee may at any time during the continuance of any default in the payment defaultof the Accreted Value of and interest, if any, on the Securities, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddistributed. Upon doing so, the Paying Agent (other than an obligor on the Securities) shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than Whenever the Company has one or more Paying Agents it shall, prior to each due date of the principalPrincipal of or interest on, premium, if any, and interest on any Notes, the Company shall deposit with the a Paying Agent money in immediately available funds a sum sufficient to pay such principal, premium, if any, and the Principal or interest so becoming due. The , such sum to be held in trust for the benefit of the Persons entitled to such Principal or interest, and (unless such Paying Agent is the Trustee) the Company shall require each promptly notify the Trustee of its action or failure so to act. Each Paying Agent other than the Trustee party to agree in writing this Indenture hereby agrees that such Paying Agent shall hold in trust for the benefit of the Holders of the Notes, or the Trustee Trustee, all money held by the such Paying Agent for the payment of principal of, premium, if any, and Principal or interest on the Notes (whether Notes, and that such money has been paid to it Paying Agent shall notify the Trustee of any Default by the Company or any other obligor on of the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) Notes in making any such paymentpayment and at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. If the Company or an Affiliate 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. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursedTrustee. Upon doing soso doing, the Paying Agent (if other than the Company or an Affiliate of the Company) shall have no further liability for the money so paid over such money. Upon any bankruptcy or reorganization proceedings relating to the Trustee. If Company, the Company or any Subsidiary of the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than each due date of the principalAccreted Value, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principalAccreted Value, premium, if any, and interest so becoming duedue in a timely manner that permits the Paying Agent to remit payment to the Holders on such due date. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 Accreted Value of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment defaultEvent of Default under Section 6.01(a) or (b), upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principalAccreted Value, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not The Issuer shall, by no later than 12:00 noon (New York City time) on each due date for the payment of the principal, premium, if any, and interest on any of the Notes, the Company shall deposit with the Paying Agent money in immediately available funds a sum sufficient to pay such principalamount, premium, if anysuch sum to be held in trust for the Holders entitled to the same, and interest the Issuer shall promptly notify the Trustee in writing (which notice may be sent electronically) of its action or failure so becoming dueto act. The Company Issuer shall require each the Paying Agent other than the Trustee to agree in writing that 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 principal ofprincipal, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing (which notice may be sent electronically) of any default by the Company (or any other obligor on the Notes) 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 Company Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon payment over to the Trustee, and upon accounting for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trusteemoney. If the Company Issuer or any a Restricted Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, shall segregate and hold in a separate trust fund for the benefit of the Holders a sum of all money sufficient held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to pay such principalthe Issuer, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actshall serve as Paying Agent.

Paying Agent to Hold Money in Trust. Not later than 11:00 ----------------------------------- a.m. (New York City time) each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such the Paying Agent shall will hold in trust for the Holders' benefit of the Holders or the Trustee all money held by the Paying Agent holds for redemption or purchase of the Senior Notes or for the payment of principal of, or premium, if any, and or interest on on, the Notes (whether such money has been paid to it by the Company or any other obligor on the Senior Notes), and such Paying Agent shall will promptly notify the Trustee of any default Default by the Company in providing the Paying Agent with sufficient funds to (i) purchase Senior Notes tendered pursuant to an Offer arising under Section 4.13 hereof, (ii) redeem Senior Notes called for redemption, or (iii) make any other obligor payment of principal, premium or interest due on the Senior Notes) in making . While any such paymentDefault continues, the Trustee may require the Paying Agent to pay all money it holds to the Trustee and to account for any funds disbursed. The Company at any time may require a the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it holds to the Trustee and to account for any funds disbursed. Upon doing sopayment over to the Trustee, the Paying Agent (if other than the Company or any of its Subsidiaries) shall have no further liability for the money so paid over it delivered to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them its Subsidiaries acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, shall segregate and hold in a separate trust fund for the Holders' benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actall money it holds as Paying Agent.

Paying Agent to Hold Money in Trust. Not later than 11:00 a.m. (New York City time) on each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary Affiliate of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Each 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 ofprincipal, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company interest, Additional Amounts or any other obligor Additional Interest, if any, on the Notes), and such the Company and the Paying Agent Agents shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. Money held in trust by any Paying Agent need not be segregated except as required by law and in no event shall any Paying Agent be liable for any interest on any money received by it hereunder. The Company at any time may require a the Paying Agent Agents to pay all money held by it them to the Trustee and account for any funds disbursed, disbursed and the Trustee may at any time during the continuance of any payment defaultEvent of Default specified in Section 6.01(a) or (b), upon written request to a such Paying AgentAgents, require such Paying Agent Agents to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon doing somaking such payment, the a Paying Agent shall have no further liability for the money so paid over delivered to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as its own Paying AgentAgent for the Notes, it will, on or before each due date of any the principal of, premium, if any, interest, Additional Amounts or interest Additional Interest, if any, on the Notes, set aside and segregate and hold held in a separate trust fund for the benefit of the Holders holders of the Notes a sum of money sufficient to pay such principalprincipal of, premium, if any, interest, Additional Amounts or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this IndentureAdditional Interest, if any, and will promptly notify the Trustee of its such action or any failure to acttake such action.

Paying Agent to Hold Money in Trust. Not later than 10:00 a.m., New York City time, each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. However, the Company, at its option, may pay principal, premium, if any, and interest by its check payable in such money. It may mail an interest check to a Holder's registered address (as reflected in the Note Register). The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than Unless otherwise specified herein, prior to 10:00 a.m., New York City time, on each due date of the principalpayment of principal of, premiumor interest on, if any, and interest on any NotesSecurities, the Company shall deposit with the Paying Agent money in immediately available funds a sum sufficient to pay such principal, premium, if any, and principal or interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such A Paying Agent shall hold in trust for the benefit of the Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principal of, premiumor interest on, if anythe Securities, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default failure by the Company (or any other obligor on the Notes) in making to make any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall, before 10:00 a.m., New York City time, on each due date of the principal of, or interest on, any Securities, segregate the money and hold it as a separate trust fund for the benefit of Holders. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursedTrustee, and the Trustee may at any time during the continuance of any payment defaultDefault, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it forthwith to the Trustee and to account for any funds disbursedall sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (other than the Company) shall have no further liability for the money. Any money so deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or interest on any Security and remaining unclaimed for two years after such principal or interest has become due and payable shall promptly be paid over to the Trustee. If the Company or any Subsidiary (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company or any Affiliate of any of them acts as Paying Agenttrustee thereof, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actthereupon cease.

Paying Agent to Hold Money in Trust. Not later than 11:00 am (New York, New York time) on each due date of the principalprincipal of, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principalprincipal of, premium, if any, and interest so becoming duedue on the due date for payment under the Notes. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary Affiliate of the Company or any Affiliate of any of them acts as Paying Agent, it willshall, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principalprincipal of, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will shall promptly notify the Trustee of its action or failure to act. For the avoidance of doubt, the Paying Agent shall not be obligated or liable to make any payment of principal of, premium, if any, and interest on the Notes until such time that it has received funds from the Company sufficient to pay such payment.

Paying Agent to Hold Money in Trust. Not By no later than each due 10:00 a.m. (New York City time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesSecurity is due and payable, the Company shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders Securityholders or the Trustee all money held by the such Paying Agent for the payment of principal of, premium, if any, and or interest on the Notes Securities (whether such money has assets have been paid distributed to it by the Company or any other obligor obligors on the NotesSecurities), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company or any Subsidiary Guarantor in making any such payment and shall during the continuance of any default by the Company (or any other obligor on upon the NotesSecurities) in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Securities together with a full accounting thereof. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Company, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund Agent for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actSecurities.

Paying Agent to Hold Money in Trust. Not later than At least one Business Day prior to each due date of the principalprincipal of, premium, premium if any, and interest on any NotesSecurities, the Company shall deposit with the each Paying Agent money in immediately available funds a sum sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall it will hold in trust for the benefit of the Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principal of, premium, premium if any, and or interest on the Notes (whether such money has been paid Securities and to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the NotesSecurities) in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall on or before each due date of the principal of, premium, if any, or interest on any Securities segregate the money and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to forthwith pay all money held by it to the Trustee and to account for any funds disbursedall sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other than the Company or a Subsidiary thereof) shall have no further liability for the money so paid over to the Trusteemoney. If the Company or any Subsidiary The final installment of the Company or any Affiliate principal of any of them acts as Paying Agent, it will, on or before each due date of any principal of, and premium, if any, on each Security shall be payable only upon surrender of such Security at the office or interest on the Notes, segregate and hold in a separate trust fund for the benefit agency of the Holders a sum Company maintained for such purpose. Payments of money sufficient to pay such principal, principal and premium, if any, or and interest so becoming due until such sum of money on this Security shall be paid made at the office or agency of the Company maintained for such purpose, or, in the case of any such payments other than the final payment of principal and premium, if any, at the Company's option, by check mailed to the Person entitled thereto at such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify Person's address last appearing on the Trustee of its action or failure to actSecurity Register maintained by the Registrar.

Paying Agent to Hold Money in Trust. Not By no later than each due 11:00 a.m. (New York City time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company Issuer shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuer shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company Issuer or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company Issuer at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Issuer, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than each due date Principal of, premium, if any, and interest on the Notes will be payable at the office of the Paying Agent or, at the option of the Company, payment of interest may be made by check mailed to Holders at their respective addresses set forth in the Register; provided, all payments of principal, premium, if any, and interest on any Notes, with respect to the Company Notes represented by one or more Global Notes registered in the name or held by the Depositary shall deposit with be made by wire transfer of immediately available funds to the Paying Agent money in immediately available funds sufficient prior to pay such principal11:00 a.m., premiumNew York time, if any, on each due date of the principal and interest so becoming dueon any Note. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 ofprincipal, premium, if any, and or interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) 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 Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any Trustee. Upon payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it over to the Trustee and to account for any funds disbursed. Upon doing soTrustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money so paid over to the Trusteemoney. If the Company or any a Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, shall segregate and hold in a separate trust fund for the benefit of Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Holders a sum of money sufficient to pay such principalCompany, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actshall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. Not By no later than each due 10:00 a.m. (New York City time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company or any Guarantor in making any such payment and shall during the continuance of any default by the Company (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing so, complying with this Section 2.04 the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Company, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. (New York City time) on each due date of the principal, premium, if any, and any principal of or interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, principal and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, of and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, of or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 10:00 ----------------------------------- a.m. (New York City time) on each due date of the principal, premium, if any, and any principal of or interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, principal and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, of and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, of or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than Whenever the Company has one or more Paying Agents it shall, prior to each due date of the principalPrincipal of or interest on, premium, if any, and interest on any Notes, deposit with a Paying Agent a sum sufficient to pay the Principal or interest so becoming due and (unless such Paying Agent is the Trustee) the Company shall deposit with promptly notify the Paying Agent money in immediately available funds sufficient Trustee of its action or failure so to pay such principal, premium, if any, and interest so becoming dueact. The Company shall will require each Paying Agent other than the Trustee to agree in writing writing, and each Paying Agent which is a party to this Indenture, by its execution hereof, hereby agrees, that 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 principal of, premium, if any, and Principal or interest on the Notes (whether Notes, and that such money has been paid to it Paying Agent shall notify the Trustee of any Default by the Company or any other obligor on of the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) Notes in making any such paymentpayment and at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held by such Paying Agent. If the Company or an Affiliate 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. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing soso doing, the Paying Agent (if other than the Company or an Affiliate of the Company) shall have no further liability for the money so paid over such money. Upon any bankruptcy or reorganization proceedings relating to the TrusteeCompany, the Trustee shall serve as Paying Agent for the Notes. If A Paying Agent shall not be obliged to pay the Company or any Subsidiary Holders of the Company Notes (or make any Affiliate other payment) unless and until such time as it has confirmed receipt of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money funds sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify make the Trustee of its action or failure to actrelevant payment.

Paying Agent to Hold Money in Trust. Not later than 11:00 am (New York, New York time) on each due date of the principal, premium, if any, and interest on any Notes, the Company Issuer shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming duedue on the due date for payment under the Notes. The Company Issuer shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company Issuer or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company Issuer (or any other obligor on the Notes) in making any such payment. The Company Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company Issuer, or any Subsidiary of the Company or any Affiliate of any of them its Affiliates acts as Paying Agent, it willshall, on or before each due date of any principal ofprincipal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will shall promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. New York City time on each due date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the principalBusiness Day prior to the due date, premiumof any Principal or interest, if any, and interest on any NotesSecurities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and Principal or interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent for the payment of principal of, premiumPrincipal of and interest, if any, on such Securities and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary Affiliate of the Company or any Affiliate of any of them acts as Paying Agent, it willshall, on or before each due date of any principal of, premium, if any, Principal of or interest on the Notesany Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such principal, premium, if any, Principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will shall promptly notify the Trustee in writing of its action or failure to actact as required by this Section 2.06.

Paying Agent to Hold Money in Trust. Not later than On or prior to 11:00 a.m., eastern standard time, on each due date of the principal, premium, if any, principal and interest on any Notes, Note (including any redemption date fixed under the terms of such Note or this Indenture) the Company shall deposit with the Paying Agent money a sum of money, in immediately available funds funds, sufficient to pay such principal, premium, if any, principal and interest so becoming in funds available when such becomes due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such the Paying Agent shall hold in trust for the benefit of the Holders Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and of or interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), ) and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. If the Company or a Subsidiary or an affiliate of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund for the benefit of the Noteholders. If the Company defaults in its obligation to deposit funds for the payment of principal and interest the Trustee may, during the continuation of such default, require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by it. Upon doing so, the Paying Agent (other than the Company or a Subsidiary or Affiliate of the Company) shall have no further liability for the money so paid over delivered to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By no later than each due 10:00 a.m. (New York City time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company or any Guarantor in making any such payment and shall during the continuance of any default by the Company (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Company) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Company, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 12:00 noon, New York City time, on each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent Agent, if any, other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and that such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actact as required by this Section 2.05.

Paying Agent to Hold Money in Trust. Not later than 11:00 a.m. Eastern time on each due date of the principal, premium, if any, and interest on any Notes, the Company Issuers shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming duedue on the due date for payment under the Notes. The Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company Issuers or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company Issuers (or any other obligor on the Notes) in making any such payment. The Company Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company an Issuer or any Affiliate of any of them the Issuers acts as Paying Agent, it willshall, on or before each due date of any principal ofprincipal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will shall promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 12:00 p.m., New York City time, on each due date of the principal, premium, if any, and interest on any Notes, the Company Issuer shall deposit with the each Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company Issuer shall require each Paying Agent Agent, if any, other than the Trustee a Paying Agent that is a party to this Indenture to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company Issuer or any other obligor on the Notes), and that such Paying Agent shall promptly notify the Trustee of any default by the Company Issuer (or any other obligor on the Notes) in making any such payment. The Company Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or Issuer, any Subsidiary of the Company Issuer or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actact as required by this Section 2.05.

Paying Agent to Hold Money in Trust. Not later than Prior to 11:00 a.m. New York City time, on each due date of the on which any principal, premium, if any, and or interest on any NotesNote is due and payable, the Company shall deposit with the Paying Agent money in immediately available funds a sum sufficient to pay such principal, premium, if any, and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such 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 of, or premium, if any, and interest on interest, if any, or Additional Amounts, if any, on, the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. If the Company or any of its Subsidiaries acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund for the benefit of the Holders. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and account for any funds disbursedTrustee, and the Trustee may at any time during the continuance of any payment defaultEvent of Default under Section 6.01(a) or (b), upon written request to a Paying Agent, require such Paying Agent to forthwith pay all money held by it to the Trustee and all sums so held in trust by such Paying Agent and, in each case, to account for any funds disburseddisbursed by such Paying Agent. Upon doing socomplying with this Section, the Paying Agent (if other than the Company or any of its Subsidiaries) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Company, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 10:00 a.m., New York City time, on each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the each Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent Agent, if any, other than the Trustee a Paying Agent that is a party to this Indenture to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and that such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actact as required by this Section 2.05.

Paying Agent to Hold Money in Trust. Not By no later than each due 11:00 a.m. (New York City time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesSecurity is due and payable, the Company Issuers shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuers shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders Securityholders or the Trustee all money held by the such Paying Agent for the payment of principal of, premium, if any, and or interest on the Notes Securities (whether such money has assets have been paid distributed to it by the Company Issuers or any other obligor obligors on the NotesSecurities), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company Issuers or any Subsidiary Guarantor in making any such payment and shall during the continuance of any default by the Issuers (or any other obligor on upon the NotesSecurities) in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Securities together with a full accounting thereof. If the Company or a Restricted Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company Issuers at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Company or a Restricted Subsidiary of the Company) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Issuers, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund Agent for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actSecurities.

Paying Agent to Hold Money in Trust. Not later than each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such the Paying Agent shall will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent solely for the payment of principal ofprincipal, premium, if any, and or interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly will notify the Trustee in writing of any default by the Company (or any other obligor on the Notes) 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 Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any default in the payment defaultof principal of, premium, if any, or accrued interest on the Notes pursuant to Sections 6.01(i) and 6.01(ii) hereof, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any all funds disbursed. Upon doing sopayment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money so paid over to the Trusteemoney. If the Company or any Subsidiary of the Company Affiliate or any Affiliate of any of them Subsidiary acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, shall segregate and hold in a separate trust fund for the benefit of the Holders a sum of all money sufficient held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to pay such principalthe Company, premium, if any, or interest the Company shall so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actin writing, and thereafter the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. Not later (a) The Company shall cause each paying agent, if any, other than the Trustee, to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 2.05, (i) that it will hold all sums held by it as such agent for the payment of the principal of, and premium, if any, or interest on, the Notes (whether such sums have been paid to it by the Company or by any other obligor on the Notes) in trust for the benefit of the Holders of the Notes; (ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Notes) to make any payment of the principal of, and premium, if any, or interest on, the Notes when the same shall be due and payable; and (iii) that it will at any time during the continuance of an Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held by it as such agent. (b) If the Company shall act as its own paying agent, it will, by 11:00 a.m., New York City time, on each due date of the principalprincipal of, and premium, if any, and or interest on any on, the Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principalset aside, premium, if any, segregate and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due. The Company will promptly notify the Trustee of any failure by the Company to take such action or the failure by any other obligor on the Notes to make any payment of the principal of, and premium, if any, or interest on, the Notes when the same shall be due until such sum and payable. (c) Anything in this Section 2.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of money shall obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or any paying agent, as required by this Section 2.05, such Holders sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or otherwise disposed such paying agent. (d) Whenever the Company shall have one or more paying agents, it will, prior to each due date of as provided in this Indenturethe principal of, and premium, if any, or interest on, the Notes, deposit with any such paying agent a sum sufficient to pay the principal, premium, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless any such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (e) Anything in this Section 2.05 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 2.05 is subject to the provisions of Section 11.05.

Paying Agent to Hold Money in Trust. Not later than On or prior to each due date of the principal, premium, if any, and or any payment of interest on with respect to any NotesNote, the Company shall deposit with the Paying Agent money a sum or, in immediately available funds compliance with Section 2.11, Secondary Securities, sufficient to pay such principal, premium, if any, and or interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money or Secondary Securities, held by the such Paying Agent for the payment of principal ofprincipal, premium, if any, and or interest on the Notes (whether such money has been paid with respect to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such paymentpayment and at any time during the continuance of any such default, upon the written request of the Trustee, shall forthwith pay to the Trustee all sums held in trust by such Paying Agent. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money or Secondary Securities held by it to the Trustee and to account for any funds disbursedor Secondary Securities disbursed by such Paying Agent. Upon doing socomplying with this Section 2.04, the Paying Agent shall have no further liability for the money so paid over or Secondary Securities delivered to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than Unless otherwise specified herein, prior to 10:00 a.m., New York City time, on each due date of the principalpayment of principal of, premiumor interest on, if any, and interest on any NotesSecurities, the Company shall deposit with the Paying Agent money in immediately available funds a sum sufficient to pay such principal, premium, if any, and principal or interest so becoming due. The Company shall require each Paying Agent other than the Trustee Subject to agree in writing that such Section 9.02, a Paying Agent shall hold in trust for the benefit of the Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principal of, premiumor interest on, if anythe Securities, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default failure by the Company (or any other obligor on the NotesSecurities) in making to make any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall, before 10:00 a.m., New York City time, on each due date of the principal of, or interest on, any Securities, segregate the money and hold it as a separate trust fund for the benefit of Holders. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursedTrustee, and the Trustee may at any time during the continuance of any payment defaultDefault, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it forthwith to the Trustee and to account for any funds disbursedall sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (other than the Company) shall have no further liability for the money. Any money so paid over to deposited with the Trustee. If the Company Trustee or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it willor then held by the Company, on or before each due date in trust for the payment of any the principal of, premium, if any, or interest on the Notes, segregate any Security and hold in a separate trust fund remaining unclaimed for the benefit of the Holders a sum of money sufficient to pay two years after such principal, principal and premium, if any, or interest so becoming has become due until such sum of money and payable shall promptly be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such Holders or otherwise disposed trust; and the Holder of such Security shall thereafter, as provided in this Indenturean unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), and mail to each such Holder, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification, publication and mailing, any unclaimed balance of such money then remaining will promptly notify be repaid to the Trustee of its action or failure to actCompany.

Paying Agent to Hold Money in Trust. Not later than Except as ----------------------------------- otherwise provided herein, prior to each due date of the principal, premium, if any, and interest on any NotesSecurity, the Company Xxxx XX shall deposit with the Paying Agent a sum of money in immediately available funds sufficient to pay such principal, premiumpremium and Liquidated Damages, if any, and interest so becoming due. The Company Xxxx XX shall require each Paying Agent (other than the Trustee or Xxxx XX) to agree in writing that such 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 ofprincipal, premiumpremium and Liquidated Damages, if any, and interest on the Notes Securities (whether such money has been paid to it by the Company Xxxx XX or any other obligor on the Notes), Securities) and such Paying Agent shall promptly notify the Trustee of any default by the Company Xxxx XX (or any other obligor on the NotesSecurities) in making any such payment. The Company At any time during the continuance of any such default, the Paying Agent shall, upon the request of the Trustee, forthwith pay to the Trustee all money so held in trust and account for any money disbursed by it. Xxxx XX at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursedmoney disbursed by it. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company Xxxx XX, a Subsidiary or any Subsidiary of the Company or any an Affiliate of any either of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on shall segregate the Notes, segregate money held by it as Paying Agent and hold in it as a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actfund.

Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. New York City time or 10:00 a.m. London time, as applicable, on each due date of the principal, premium, if any, and or interest on any Notes, the Company shall deposit with the relevant Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and or interest so becoming due. The Company shall require each Paying Agent Agent, if any, other than the Trustee to agree in writing that such 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 of, premium, if any, and or interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and that such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actact as required by this Section 2.05.

Paying Agent to Hold Money in Trust. Not later than 12:00 p.m., New York City time, on each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the each Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent Agent, if any, other than the Trustee a Paying Agent that is a party to this Indenture to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and that such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or Company, any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actact as required by this Section 2.05.

Paying Agent to Hold Money in Trust. Not Except as otherwise provided herein, not later than 11:00 a.m. (New York City time) on the Business Day prior to each due date of the principal, premium, if any, and interest on payments in respect of any NotesSecurity, the Company shall deposit with the Paying Agent a sum of money in immediately available funds or shares of Common Stock, as the case may be, sufficient to pay make such principal, premium, if any, and interest payments when so becoming due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money or shares of Common Stock, as the case may be, held by the Paying Agent for the payment making of principal of, premium, if any, payments in respect of the Securities and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default Default by the Company (or any other obligor on the Notes) in making any such payment. At any time during the continuance of any such Default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all moneys or shares of Common Stock, as the case may be, held in trust. If the Company, a Subsidiary or an Affiliate of either of them acts as Paying Agent, it shall segregate the money or shares of Common Stock, as the case may be, held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a the Paying Agent to pay all money held by it to or shares of Common Stock, as the Trustee and account for any funds disbursedcase may be, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by it. Upon doing so, the Paying Agent shall have no further liability for such money or shares of Common Stock, as the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actcase may be.

Paying Agent to Hold Money in Trust. Not later than On or prior to each due date of the principalprincipal of, premium, if any, and interest on any NotesNote, the Company shall deposit with the Paying Agent money in immediately available funds a sum sufficient to pay such principal, premium, if any, and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default Default by the Company (or any other obligor on the Notes) 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 Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any Trustee. Upon payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it over to the Trustee and to account for any funds disbursed. Upon doing soTrustee, the Paying Agent (if other than the Company or its domestically incorporated Wholly Owned Subsidiaries) shall have no further liability for the money so paid over delivered to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them its domestically incorporated Wholly Owned Subsidiaries acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, shall segregate and hold in a separate trust fund for the benefit of the Holders a sum of all money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of held by it as provided in this Indenture, and will promptly notify the Trustee of its action or failure to actPaying Agent.

Paying Agent to Hold Money in Trust. Not later than 10:00 a.m., each Paying Agent's local time, on each due date of the principal, premium, if any, and any Principal or interest on any NotesSecurities, the Company shall deposit with the each Paying Agent money in immediately available funds sufficient to pay any Principal or interest payable through such principal, premium, if any, and interest so becoming duePaying Agent. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, Principal of and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), Securities and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary affiliate of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, Principal of or interest on the Notesany Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such principal, premium, if any, Principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee in writing of its action or failure to actact as required by this Section.

Paying Agent to Hold Money in Trust. Not later than If the Company shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal, principal (or premium, if any, and ) or interest on any of the Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, segregate and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders Persons entitled thereto a sum sufficient to pay the principal of (or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money sums shall be paid to such Holders Persons or otherwise disposed of as herein provided in this Indenture, and will shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for the Notes, it shall, prior to 11:00 a.m. (Eastern Time) on each due date of the principal of (or premium, if any) or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of such action or any failure so to act. The Company shall cause each Paying Agent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee written notice of any Default by the Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and (3) at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums. Subject to applicable laws relating to abandoned property, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as Trustee thereof, shall thereupon cease.

Paying Agent to Hold Money in Trust. Not later than Whenever the Company has one or more Paying Agents it shall, prior to each due date of the principalPrincipal of or interest on, premium, if any, and interest on any Notes, the Company shall deposit with the a Paying Agent money in immediately available funds a sum sufficient to pay such principal, premium, if any, and the Principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such Principal or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its action or failure so to act. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders of the Notes, or the Trustee Trustee, all money held by the such Paying Agent for the payment of principal of, premium, if any, and Principal or interest on the Notes (whether Notes, and that such money has been paid to it Paying Agent shall notify the Trustee of any Default by the Company or any other obligor on of the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) Notes in making any such paymentpayment and at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. If the Company or one of its Restricted Subsidiaries 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. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disburseddisbursed by the Paying Agent. Upon doing soso doing, the Paying Agent (if other than the Company or a Restricted Subsidiary of the Company) shall have no further liability for the money so paid over such money. Upon any bankruptcy or reorganization proceedings relating to the TrusteeCompany, the Trustee shall serve as Paying Agent for the Notes. If A Paying Agent shall not be obligated to pay the Company or any Subsidiary Holders of the Company Notes (or make any Affiliate other payment) unless and until such time as it has confirmed receipt of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money funds sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify make the Trustee of its action or failure to actrelevant payment.

Paying Agent to Hold Money in Trust. Not later than 11:00 ----------------------------------- a.m. (New York City time) on each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than ----------------------------------- 11:00 a.m. (New York City time) on each due date of the principal, premiumpremium and Liquidated Damages, if any, and interest on any NotesSecurities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premiumpremium and Liquidated Damages, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premiumpremium and Liquidated Damages, if any, and interest on the Notes Securities (whether such money has been paid to it by the Company or any other obligor on the NotesSecurities), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the NotesSecurities) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premiumpremium and Liquidated Damages, if any, or interest on the NotesSecurities, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premiumpremium and Liquidated Damages, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 10:00 am (Eastern time) on each due date of the principal, premium, if any, and interest on any Notes, the Company Issuers shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming duedue on the due date for payment under the Notes. The Company Issuers shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company Issuers or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company Issuers (or any other obligor on the Notes) in making any such payment. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Company Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company Issuers or any Affiliate of any of them the Issuers acts as Paying Agent, it will, on or before each due date of any principal ofprincipal, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund fund, for the benefit of the Holders Holders, a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree in writing that such Paying Agent shall will: (a) hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and Principal of or interest on the Notes Securities (whether such money has been paid to it by the Company or any other obligor on the Notes), and Securities) until such Paying Agent sums shall promptly notify be paid to Holders or otherwise disposed of as herein provided; (b) give the Trustee notice of any default Default by the Company (or any other obligor on the NotesSecurities) in making any such payment; and (c) at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and account for any funds disbursed. If the Company, any Subsidiary of the Company or any of their respective Affiliates acts as Paying Agent, it shall segregate the money and hold it as a separate trust fund for the benefit of Holders. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and of or interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such the Company and the Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. Unless the Company or any Subsidiary is the Paying Agent, money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Company at any time may require a the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, disbursed and the Trustee may at any time during the continuance of any payment defaultEvent of Default specified in Section 6.01(a) or (b), upon written request to a the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon doing somaking such payment, the Paying Agent shall have no further liability for the money so paid over delivered to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, Agent it willshall, on or before each due date of any the principal of, premium, if any, of or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders Persons entitled thereto a sum of money sufficient to pay such principal, premium, if any, the principal or interest so becoming due until such sum of money sums shall be paid to such Holders Persons or otherwise disposed of as herein provided in this Indenture, and will promptly notify the Trustee of its action or failure so to act.

Paying Agent to Hold Money in Trust. Not later than each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 11:00 a.m. New York City time on each due date of the principal, premium, if any, and any Principal or interest on any NotesSecurities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming duePrincipal or interest. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent for the payment of principal Principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), Securities and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary affiliate of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal Principal of, premium, if any, or interest on the Notesany Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such principal, premium, if any, Principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee in writing of its action or failure to actact as required by this Section.

Paying Agent to Hold Money in Trust. Not By no later than each due 10:00 a.m. (Eastern time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company Issuers shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuers shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company Issuers or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by any Issuer or Guarantor in making any such payment and shall during the Company continuance of any default by an Issuer (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If an Issuer or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company Issuers at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than either of the Issuers or a Subsidiary of the Company) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Issuers, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. (New York City time) each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By no later than each due 10:00 a.m. (New York time) on the date of the principalon which any principal of, premium, if any, and or interest on any NotesNote is due and payable, the Company Issuers shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and premium or interest so becoming when due. The Company Issuers shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company Issuers or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default Default by the Company Issuers in making any such payment and shall during the continuance of any Default by the Issuers (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If either Issuer or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company Issuers at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Issuers or a Subsidiary of the Company) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Issuers, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not By no later than each due 11:00 a.m. (New York City time) on the date of the principal, premium, if any, and on which any principal or interest on any NotesNote is due and payable, the Company shall deposit with the Paying Agent money a sum sufficient in immediately available funds sufficient to pay such principal, premium, if any, and principal or interest so becoming when due. The Company shall require each Paying Agent (other than the Trustee Trustee) to agree in writing that 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 principal of, premium, if any, and or interest on the Notes (whether such money has assets have been paid distributed to it by the Company or any other obligor obligors on the Notes), and such Paying Agent shall promptly notify the Trustee in writing of any default by the Company or any Guarantor in making any such payment and shall during the continuance of any default by the Company (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Company or a Restricted Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to (other than the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent Trustee) to pay all money held by it to the Trustee and to account for any funds disbursedor assets disbursed by such Paying Agent. Upon doing socomplying with this Section 2.4, the Paying Agent (if other than the Company or a Restricted Subsidiary of the Company) shall have no further liability for the money so paid over delivered to the Trustee. If Upon any bankruptcy, reorganization or similar proceeding with respect to the Company or any Subsidiary of Company, the Company or any Affiliate of any of them acts Trustee shall serve as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on Agent for the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than 11:00 a.m. (New York City time) on each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such 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 of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it willshall, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will shall promptly notify the Trustee of its action or failure to act.

Paying Agent to Hold Money in Trust. Not later than At least one Business Day prior to each due date of the principalprincipal of, premium, premium if any, and interest on any NotesSecurities, the Company shall deposit with the each Paying Agent money in immediately available funds a sum sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall it will hold in trust for the benefit of the Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principal of, premium, premium if any, and or interest on the Notes (whether such money has been paid Securities and to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the NotesSecurities) in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall on or before each due date of the principal of, premium, if any, or interest on any Securities segregate the money and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to forthwith pay all money held by it to the Trustee and to account for any funds disbursedall sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other than the Company or a Subsidiary thereof) shall have no further liability for the money so paid over to the Trusteemoney. If the Company or any Subsidiary The final installment of the Company or any Affiliate principal of any of them acts as Paying Agent, it will, on or before each due date of any principal of, and premium, if any, on this Security shall be payable only upon surrender of this Security at the office or interest on the Notes, segregate and hold in a separate trust fund for the benefit agency of the Holders a sum Company maintained for such purpose. Payments of money sufficient to pay such principal, principal of and premium, if any, or and interest so becoming due until such sum of money on this Security shall be paid made at the office or agency of the Company maintained for such purpose, or, in the case of any such payments other than the final payment of principal and premium, if any, at the Company's option, by check mailed to the Person entitled thereto at such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify Person's address last appearing on the Trustee of its action or failure to actSecurity Register maintained by the Registrar.