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

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Note, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior Unless otherwise specified herein, prior to 11:00 a.m. (10:00 a.m., New York City time) , on each due date of the payment of principal of of, or interest (including Additional Interest and interest Special Interest), if any, on any NoteSecurities, the Issuers Company shall deposit with the a Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal or interest (including Additional Interest and interest when Special Interest), if any, so becoming due. The Issuers shall no later than two Business Days prior ; provided, however, that to the date on which extent any such payment is due, send to funds are received by the Paying Agent an irrevocable payment instruction. If from the Issuer or a Subsidiary acts as Paying AgentCompany after 10:00 a.m., it shall segregate and hold in a separate trust fund for New York City time, on the benefit of due date, such funds will be distributed to the Holders all money held by it as Paying Agentwithin one Business Day of receipt thereof. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such A Paying Agent shall hold in trust for the benefit of Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premiumor interest (including Additional Interest and Special Interest), if any, or interest on on, the NotesSecurities, and will shall notify the Trustee of any default failure by the Issuers in making Company (or any other obligor on the Securities) to make any such payment. While 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 (including Additional Interest and Special Interest), if any, on, any such default continuesSecurities, segregate the Trustee may require money and hold it as a Paying Agent to pay all money held by it to separate trust fund for the Trusteebenefit of Holders. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over , and the Trustee may at any time during the continuance of any Default, upon written request to a Paying Agent, require such Paying Agent to pay forthwith to the Trustee under this Section 2.04all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the moneymoney so paid to the Trustee. Upon any bankruptcy or reorganization proceedings relating to any Issuer, 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 interest (including Additional Interest and Special Interest), if any, on any Security and remaining unclaimed for two years after such principal or interest (including Additional Interest and Special Interest), if any, has become due and payable shall serve promptly be paid to the Company or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or disbursements (including such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will promptly be repaid to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyCompany.

Paying Agent to Hold Money in Trust. Prior to Not later than 11:00 a.m. (New York time) City time on each due date of the principal of principal, premium, if any, and interest on any NoteSecurities, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum Trustee money in immediately available funds sufficient to pay such principal principal, premium, if any, and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture 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 principalprincipal of, premium, if any, or and interest on the NotesSecurities (whether such money has been paid to it by the Company or any other obligor on the Securities), and will that such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuers Company (or any other obligor on the Securities) 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 Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment over default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee under this Section 2.04and to account for any funds disbursed. Upon doing so, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney so paid over to the Trustee. Upon If the Company or any bankruptcy Subsidiary of the Company or reorganization proceedings relating 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 Securities, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to any Issuerpay 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 in writing of its action or failure to act as required by this Section 2.05. The Trustee shall serve as arrange with all Paying Agent Agents for the Notes. For payment, from funds furnished by the avoidance of doubt, a Paying Agent and Company to the Trustee shall be held harmless pursuant to this Indenture, of principal and have no liability with respect to payments or disbursements (including interest on the Securities and of the compensation of the Paying Agents for their services as such from funds furnished by the Company to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyTrustee.

Paying Agent to Hold Money in Trust. Prior to 11:00 10:00 a.m. (New York City time) , on each due date of the principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. The Issuers Issuer shall no later than two Business Days prior to the date on which such payment is due, send to require the Paying Agent an irrevocable payment instruction. If (other than the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or and the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), and will shall notify the Trustee in writing of any default by the Issuers Issuer or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuer (or any other obligor 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 Paying 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 Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds or assets disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary of the Issuer) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any the Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to By no later than 11:00 a.m. (New York City time) on each due the date of the on which any principal of and of, premium, if any, or interest on any NoteSecurity is due and payable, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders Securityholders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the NotesSecurities (whether such assets have been distributed to it by the Issuer or other obligors on the Securities), and will shall notify the Trustee in writing of any default by the Issuers Issuer or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuer (or any other obligor upon the Securities) 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 Paying Agent for payment in respect of the Securities together with a full accounting thereof. If the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds or assets disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer Parent Guarantor or a SubsidiaryRestricted Subsidiary of the Parent Guarantor) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any the Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneySecurities.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York City time) , on each due date of the principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. The Issuers Issuer shall no later than two Business Days prior to the date on which such payment is due, send to require the Paying Agent an irrevocable payment instruction. If (other than the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or and the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), and will shall notify the Trustee in writing of any default by the Issuers Issuer or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuer (or any other obligor 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 Paying 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 Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds or assets disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary of the Issuer) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any the Issuer, the Trustee shall automatically serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 10:00 a.m. (New York City time) , on each due date of on which the principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. The Issuers Issuer shall no later than two Business Days prior to the date on which such payment is due, send to require the Paying Agent an irrevocable payment instruction. If (other than the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or and the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), and will shall notify the Trustee in writing of any default by the Issuers Issuer or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuer (or any other obligor 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 Paying 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 Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds or assets disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary of the Issuer) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any the Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 By 10:00 a.m. (New York time) on ), no later than one Business Day prior to each due date of the principal of and interest Payment Date on any Note, the Issuers Issuer (or either Guarantor pursuant to its guarantee) shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) in immediately available funds a sum sufficient to pay such principal and interest when so becoming duedue (including any amounts under Section 4.06). The Issuers Issuer shall no later than 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 on which from any such payment is due, send an irrevocable confirmation (by facsimile) of its intention to make such payment. The Issuer shall require the Paying Agent an irrevocable payment instruction. If (other than the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture Trustee) to agree in writing that such the Paying Agent shall hold in trust, for the benefit of Holders or the Trustee Trustee, all money held by the Paying Agent for the payment of principal, premium, if any, or principal and interest on the Notes, Notes and will shall notify the Trustee of any default by the Issuers Issuer in making any such payment. While The Issuer at any such default continues, the Trustee time may require a the Paying Agent to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a Paying Agent to pay all money held funds disbursed by it to the Trusteeit. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Each payment in full of principal, redemption amount, Additional Amounts and/or interest payable under the Notes and this Indenture in respect of any bankruptcy Note made by or reorganization proceedings relating on behalf of the Issuer or either Guarantor to any Issuer, or to the Trustee shall serve as order of the Paying Agent for in the Notes. For manner specified herein or in the avoidance Notes on the date due shall be valid and effective to satisfy and discharge the obligation of doubtthe Issuer or either Guarantor, a as the case may be, 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 and the Trustee hereunder shall be held harmless and have no liability with respect not exceed any amounts paid to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited it by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make Issuer or either Guarantor, as the relevant payment. No money case may be, or held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to it, on behalf of the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyHolders hereunder.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (Not later than 10:00 a.m., New York City time) , on each due date of the principal of and any Principal or interest on any NoteSecurities, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum money in immediately available funds sufficient to pay such principal and interest when so becoming duePrincipal or interest. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture 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, premium, if any, or Principal of and interest on the Notes, such Securities and will shall promptly notify the Trustee in writing of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment over default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee under this Section 2.04and to account for any funds disbursed. Upon doing so, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney so paid over to the Trustee. Upon any bankruptcy or reorganization proceedings relating to any IssuerIf the Company, the Guarantor or any affiliate of the Company or the Guarantor acts as Paying Agent, it will, on or before each due date of any Principal of or interest on any 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 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 act as required by this Section. The Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to payments or disbursements any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to the Holders) (i) for which payment instructions require delivery of such certificates and other documentation or evidence as are not made or that are not otherwise deposited expressly required by, and to do so if and when expressly required by the respective times set forth in terms of, this Section 2.04 Indenture, and (ii) until they have confirmed receipt of funds sufficient to make examine the relevant payment. No money held by an Agent needs same to be segregated except determine substantial compliance as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance form with the rules established express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyDepositary.

Paying Agent to Hold Money in Trust. Prior (a) Each Paying Agent shall, and the Issuer shall require each Paying Agent other than the Trustee to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Note, the Issuers shall deposit with agree in writing that the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and shall hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to Holders or the date on which such payment is due, send to Trustee all money held by the Paying Agent an irrevocable for the payment instructionof principal, premium, if any, or interest, if any, on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by the Paying Agent to the Trustee. The 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, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any the Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a . (b) The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall be held harmless and have no liability serve as Registrar or Paying Agent until the appointment of a successor in accordance with respect to payments or disbursements (including to the Holders) clause (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by lawabove. The Agents will hold all funds as banker subject Registrar or Paying Agent may resign at any time upon written notice to the terms of this Indenture Issuer and the Trustee; provided, however, that the Trustee may resign as a result, such money will not be held Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneySection 7.08.

Paying Agent to Hold Money in Trust. Prior Unless otherwise specified herein, prior to 11:00 a.m. (10:00 a.m., New York City time) , on each due date of the payment of principal of and interest of, or interest, including Contingent Interest, if any, on any NoteSecurities, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when or interest, including Contingent Interest, if any, so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such A Paying Agent shall hold in trust for the benefit of Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premiumor interest, including Contingent Interest, if any, or interest on on, the NotesSecurities, and will shall notify the Trustee of any default failure by the Issuers in making Company (or any other obligor on the Securities) to make any such payment. While 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 including Contingent Interest, if any, on, any such default continuesSecurities, segregate the Trustee may require money and hold it as a Paying Agent to pay all money held by it to separate trust fund for the Trusteebenefit of Holders. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over , and the Trustee may at any time during the continuance of any Default, upon written request to a Paying Agent, require such Paying Agent to pay forthwith to the Trustee under this Section 2.04all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the moneymoney so paid to the Trustee. Upon any bankruptcy or reorganization proceedings relating to any Issuer, 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 interest, including Contingent Interest, if any, on any Security and remaining unclaimed for two years after such principal or interest, including Contingent Interest, if any, has become due and payable shall serve promptly be paid to the Company or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or disbursements (including such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will promptly be repaid to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyCompany.

Paying Agent to Hold Money in Trust. Prior On or prior to 11:00 10:00 a.m. (New York City time) on each due date of the principal of and interest on any NoteSecurity, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a domestically organized Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers Issuer shall no later than two Business Days prior to the date on which such payment is due, send to the require each Paying Agent an irrevocable (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of Holders and the Trustee all money held by a Paying Agent for the payment instructionof principal of and interest on the Securities, and shall notify the Trustee in writing of any default by the Issuer in making any such payment. If the Issuer or a domestically organized Wholly Owned Subsidiary of the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall and hold it for the benefit of Holders or the Trustee Persons entitled thereto. The Issuer at any time may require a Paying Agent to pay all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify it to the Trustee and to account for any funds disbursed by such Paying Agent. During the continuance of any default by the Issuers in making any such payment. While any such default continuesa Default under this Indenture, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any the Issuer, the Trustee shall will serve as Paying Agent. Upon complying with this Section 2.05, a Paying Agent shall have no further liability for the Notesmoney delivered to the Trustee. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or and disbursements (including to be made by a Paying Agent and the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) Trustee until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on Not later than each due date of the principal of principal, premium, if any, interest and interest Additional Interest, if any, on any NoteNotes, the Issuers FelCor LP shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum money in immediately available funds sufficient to pay such principal principal, premium, if any, and interest when so becoming due. The Issuers FelCor LP shall no later than two Business Days prior to the date on which deposit or otherwise transfer such payment is due, send funds to the Paying Agent an irrevocable payment instructionby no later than 10:00 a.m., New York City time, on the applicable due date. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers FelCor LP shall require each Paying Agent that is not a party to this Indenture 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 principalprincipal of, premium, if any, interest and Additional Interest, if any, on the Notes (whether such money has been paid to it by FelCor LP or interest any other obligor on the Notes), and will such Paying Agent shall promptly notify the Trustee of any default by FelCor LP (or any other obligor on the Issuers 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 Issuers FelCor LP at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment over default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee under this Section 2.04and to account for any funds disbursed. Upon doing so, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney so paid over to the Trustee. Upon If FelCor, FelCor LP or any bankruptcy Subsidiary of FelCor or reorganization proceedings relating FelCor LP 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 any Issuerpay such principal, premium, if any, interest or Additional Interest, if any, 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 shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect its action or failure to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyact.

Paying Agent to Hold Money in Trust. Prior to By no later than 11:00 a.m. (New York City time) on each due the date of the on which any principal of and of, premium, if any, or interest on any NoteSecurity is due and payable, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders Securityholders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the NotesSecurities (whether such assets have been distributed to it by the Issuer or other obligors on the Securities), and will shall notify the Trustee in writing of any default by the Issuers Issuer or any Subsidiary Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuer (or any other obligor upon the Securities) 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 Paying Agent for payment in respect of the Securities together with a full accounting thereof. If the Issuer or a Restricted 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 Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds or assets disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a Restricted Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any the Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneySecurities.

Paying Agent to Hold Money in Trust. Prior Unless otherwise specified herein, prior to 11:00 a.m. (10:00 a.m., New York City time) , on each due date of the payment of principal of of, or interest (including Contingent Interest and interest on Additional Interest, if any) on, any NoteSecurities, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and or interest when so becoming due. The Issuers shall no later than two Business Days prior Subject to the date on which such payment is dueSection 9.02, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premiumor interest (including Contingent Interest and Additional Interest, if any) on, or interest on the NotesSecurities, and will shall notify the Trustee of any default failure by the Issuers in making Company (or any other obligor on the Securities) to make any such payment. While 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 (including Contingent Interest and Additional Interest, if any) on, any such default continuesSecurities, segregate the Trustee may require money and hold it as a Paying Agent to pay all money held by it to separate trust fund for the Trusteebenefit of Holders. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over , and the Trustee may at any time during the continuance of any Default, upon written request to a Paying Agent, require such Paying Agent to pay forthwith to the Trustee under this Section 2.04all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuer, 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, premium, if any, or interest (including Contingent Interest and Additional Interest, if any) on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest (including Contingent Interest and Additional Interest, if any) has become due and payable shall serve promptly be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or disbursements 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 (including 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 be repaid to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyCompany.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. By no later than 12:00 p.m (New York time) on each due the date of the on which any principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers shall deposit with the Paying Agent (a sum sufficient in immediately available funds to pay such principal, premium or if interest when due or at the Issuer or a Subsidiary is acting as option of the Paying Agent, segregate payment of interest and hold for Additional Interest, if any, may be made by check mailed to the benefit Holders of the Persons entitled thereto) a sum sufficient to pay such principal Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest when so becoming due. The Issuers shall no later than two Business Days prior with respect to the date on which such payment is due, send 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 Paying Agent an irrevocable payment instruction. If accounts specified by the Issuer Holder or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agentthereof. The Issuers shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuers or other obligors on the Notes), and will shall notify the Trustee in writing of any default by the Issuers or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuers (or any other obligor 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 may require a all sums held in trust by such Paying Agent to pay all 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 to the Trusteeas Paying Agent and hold it as a separate trust fund. The Issuers at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the TrusteeTrustee and to account for any funds or assets disbursed by such Paying Agent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer Issuers or a SubsidiarySubsidiary of the Issuers) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any Issuerthe Issuers, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior On or prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any NoteSecurity, the Issuers Company shall deposit with the Paying Agent (or if the Issuer Company or a Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such the Paying Agent shall hold in trust for the benefit of Holders Securityholders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, principal of or interest on the Notes, Securities and will shall notify the Trustee of any default by the Issuers Company in making any such payment. While any such default continuesIf the Company or a Subsidiary acts as Paying Agent, it shall segregate the Trustee may require a Paying Agent to pay all money held by it to the Trusteeas Paying Agent and hold it as a separate trust fund. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by the Paying Agent. Upon payment over to the Trustee under complying with this Section 2.04Section, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Any money deposited with any bankruptcy Paying Agent, or reorganization proceedings relating then held by the Company or a Subsidiary, in trust for the payment of principal or interest on any Security and remaining unclaimed for two years after such principal and interest has become due and payable shall be paid to any Issuerthe Company at its request, or, if then held by the Trustee Company or a Subsidiary, shall serve be discharged from such trust; and the Securityholders shall thereafter, as unsecured general creditors, look only to the Company for payment thereof, and all liability of the Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such money, and all liability of the Company or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except such Subsidiary as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a resulttrustee thereof, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyshall thereupon cease.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. By no later than 12:00 p.m. (New York time) on each due the date of the on which any principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers shall deposit with the Paying Agent (a sum sufficient in immediately available funds to pay such principal, premium or if interest when due or at the Issuer or a Subsidiary is acting as option of the Paying Agent, segregate payment of interest and hold for Additional Interest, if any, may be made by check mailed to the benefit Holders of the Persons entitled thereto) a sum sufficient to pay such principal Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest when so becoming due. The Issuers shall no later than two Business Days prior with respect to the date on which such payment is due, send 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 Paying Agent an irrevocable payment instruction. If accounts specified by the Issuer Holder or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agentthereof. The Issuers shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuers or other obligors on the Notes), and will shall notify the Trustee in writing of any default by the Issuers or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuers (or any other obligor 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 may require a all sums held in trust by such Paying Agent to pay all 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 to the Trusteeas Paying Agent and hold it as a separate trust fund. The Issuers at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the TrusteeTrustee and to account for any funds or assets disbursed by such Paying Agent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer Issuers or a SubsidiarySubsidiary of the Issuers) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any Issuerthe Issuers, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior The Issuer hereby acknowledges and confirms that it is and at all times shall remain absolutely and unconditionally obligated to pay all amounts due and owing by the Issuer hereunder, as the same shall become due and owing. All payments of principal, premium and interest required to be made by the Issuer hereunder (including any Additional Amounts) shall be made in U.S. dollars, pursuant to the terms hereof, by the Issuer to the Paying Agent to the extent appointed hereunder or to the Trustee by 11:00 a.m. (New York City time) on each due date Interest Payment Date, redemption date, purchase date, Change of the principal of and interest Control Payment Date or Maturity Date on any NoteSecurities, the Issuers shall deposit with the unless otherwise provided for in this Indenture. The Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund trust, for the benefit of the Holders or the Trustee, all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, premium or interest on the Notes, and will notify the Trustee of Securities. The Issuer at any default by the Issuers in making any such payment. While any such default continues, the Trustee time may require a the Paying Agent to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a Paying Agent to pay all money held funds disbursed by it to the Trusteeit. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy The receipt by the Paying Agent or reorganization proceedings relating to any Issuer, the Trustee from the Issuer of each payment of principal, interest and/or other amounts due in respect of the Securities in the manner specified herein and on the date on which such amount of principal, interest and/or other amounts are then due, shall serve as Paying Agent for satisfy the Notes. For obligations of the avoidance of doubt, a Paying Agent Issuer herein and under the Trustee shall be held harmless and have no liability with respect Securities to payments or disbursements (including make such payment to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by Holders on the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneydue date thereof.

Paying Agent to Hold Money in Trust. Prior (a) The Issuer hereby acknowledges and confirms that it is and at all times shall remain absolutely and unconditionally obligated to pay all amounts due and owing hereunder, as the same shall become due and owing. All payments of principal, premium and interest required to be made by the Issuer hereunder (including any Additional Amounts) shall be made in U.S. dollars, pursuant to the terms hereof, by the Issuer to the Paying Agent to the extent appointed hereunder or to the Trustee by 11:00 a.m. (New York City time) on each due date Interest Payment Date, Redemption Date, purchase date, Change of the principal of and interest Control Payment Date or Maturity Date on any NoteSecurities, the Issuers shall deposit with the unless otherwise provided for in this Indenture. The Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund trust, for the benefit of the Holders or the Trustee, all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, premium or interest on the Notes, and will notify the Trustee of Securities. The Issuer at any default by the Issuers in making any such payment. While any such default continues, the Trustee time may require a the Paying Agent to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a Paying Agent to pay all money held funds disbursed by it to the Trusteeit. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy money delivered to the Trustee. (b) The receipt by the Paying Agent or reorganization proceedings relating to any Issuer, the Trustee shall serve as Paying Agent for from the Notes. For Issuer of each payment of principal, interest and/or other amounts due in respect of the avoidance Securities in the manner specified herein and on the date on which such amount of doubtprincipal, a Paying Agent and the Trustee interest and/or other amounts are then due, shall be held harmless valid and have no liability with respect effective to payments or disbursements (including satisfy and discharge all the obligations of the Issuer herein and under the Securities to make such payment to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by Holders on the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneydue date thereof.

Paying Agent to Hold Money in Trust. Prior to 11:00 10:00 a.m. (New York time) on each due date of the principal of and interest on any NoteDebt Security, the Issuers Company shall deposit with the Paying Agent (or if the Issuer Company or a Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) by wire transfer a sum sufficient to pay such principal and interest when so becoming due. The Issuers Company shall no later require each Paying Agent other than two Business Days prior the Trustee to the date on which such payment is due, send to agree in writing that the Paying Agent an irrevocable shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment instructionof principal, premium or interest on the Debt Securities, and shall notify the Trustee in writing of any default by the Company 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. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for such money. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuerthe Company, the Trustee shall serve as Paying Agent for the NotesDebt Securities. For Any money deposited with any Paying Agent, or then held by the avoidance Company or a domestic Subsidiary in trust for the payment of doubtprincipal or interest on any Debt Security and remaining unclaimed for two years after such principal and interest has become due 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 shall thereafter, as general unsecured creditors, look only to the Company for payment thereof, and all liability of the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such money, and all liability of the Company or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except such permitted Subsidiary as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a resulttrustee thereof, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyshall thereupon cease.

Paying Agent to Hold Money in Trust. Prior to 11:00 10:00 a.m. (New York time) Eastern Time), on each due date of the principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium, if any, or interest when so becoming due. The Issuers Issuer shall no later than two Business Days prior to the date on which such payment is due, send to require the Paying Agent an irrevocable payment instruction. If (other than the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), and will shall notify the Trustee in writing of any default by the Issuers Issuer or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuer (or any other obligor 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 Paying 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 Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds or assets disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary of the Issuer) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, insolvency, reorganization or reorganization proceedings relating similar proceeding with respect to any the Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior 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 Applicable Issuers, payment of interest may be made by check mailed to 11:00 a.m. (Holders at their respective addresses set forth in the Register; provided, all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name or held by the Depositary shall be made by wire transfer of immediately available funds to accounts specified by the Holder prior to 10:00 a.m., New York time) , on each due date of the principal of and interest on any Note, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Applicable Issuers shall require each Paying Agent that is not a party to this Indenture other than the Trustee to agree in writing that such the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the NotesNotes of such Applicable Issuers, and will shall notify the Trustee of any default by the Applicable Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Applicable Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04Trustee, the Paying Agent (if other than the an Applicable Issuer or a Subsidiary) shall have no further liability for the money. If an Applicable Issuer or a Subsidiary acts as Paying Agent, it 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 any Issuerthe Issuers, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to Not later than 11:00 a.m. am (New York, New York time) on each due date of the principal of of, premium, if any, and interest on any NoteNotes, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum money in immediately available funds sufficient to pay such principal of, premium, if any, and interest when so becoming due. The Issuers shall no later than two Business Days prior to due on the due date on which such for payment is due, send to under the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying AgentNotes. The Issuers shall require each Paying Agent that is not a party to this Indenture 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 principalprincipal of, premium, if any, or and interest on the Notes (whether such money has been paid to it by the Issuers or any other obligor on the Notes), and will such Paying Agent shall promptly notify the Trustee of any default by the Issuers (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 Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment over default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee under this Section 2.04and to account for any funds disbursed. Upon doing so, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney so paid over to the Trustee. Upon If an Issuer or any bankruptcy Affiliate of the Issuers acts as Paying Agent, it shall, on or reorganization proceedings relating 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 any Issuerpay such principal 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 shall promptly notify the Trustee shall serve as Paying Agent for the Notesof its action or failure to act. For the avoidance of doubt, a the Paying Agent shall not be obligated or liable to make any payment of principal of, premium, if any, and interest on the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to Notes until such time that it has received funds from the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds Issuers sufficient to make the relevant pay such payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 By no later than 10:00 a.m. (New York Eastern time) on each due the date of the on which any principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers Issuer shall deposit with the Paying Agent (a sum sufficient in immediately available funds to pay such principal, premium or if interest when due or at the Issuer or a Subsidiary is acting as option of the Paying Agent, segregate payment of interest and hold for Additional Interest, if any, may be made by check mailed to the benefit Holders of the Persons entitled thereto) a sum sufficient Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, interest and Additional Interest, if any, with respect to pay such principal and interest when so becoming duethe 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 Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), and will shall notify the Trustee in writing of any default by the Issuers Issuer or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuer (or any other obligor 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 Paying 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 Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds or assets disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary of the Issuer) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any the Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to By no later than 11:00 a.m. (New York City time) on each due the date of the on which any principal of and of, premium, if any, or interest on any NoteSecurity is due and payable, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the NotesSecurities (whether such assets have been distributed to it by the Issuers or other obligors on the Securities), and will shall notify the Trustee in writing of any default by the Issuers or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuers (or any other obligor upon the Securities) in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith deliver to the Trustee may require a all sums held in trust by such Paying Agent to pay all for payment in respect of the Securities 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 to the Trusteeas Paying Agent and hold it as a separate trust fund. The Issuers at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the TrusteeTrustee and to account for any funds or assets disbursed by such Paying Agent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer Issuers or a SubsidiarySubsidiary of the Issuers) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any Issuerthe Issuers, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneySecurities.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (By 10:00 A.M. New York time) on , no later than one Business Day prior to each due date of the principal of and interest Payment Date on any Note, the Issuers Company shall deposit with the Principal Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) in immediately available funds a sum sufficient to pay such principal and interest when so becoming duedue (including any amounts under Section 4.06). The Issuers Company shall no later than request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. (New York time) two Business Days prior to the due date on which from any such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit confirmation (by facsimile) of the Holders all money held by it as Paying Agentits intention to make such payment. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee and The Bank of New York (Luxembourg) S.A. to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee Trustee, all money held by the such Paying Agent for the payment of principal, premium, if any, or principal and interest on the Notes, Notes and will shall notify the Trustee of any default by the Issuers Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by it. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Each payment in full of principal, redemption amount, additional amounts and/or interest payable under the Notes and this Indenture in respect of any bankruptcy Note made by or reorganization proceedings relating on behalf of the Company or a Guarantor to any Issuer, or to the Trustee shall serve as order of the Principal Paying Agent for in the Notes. For manner specified herein or in the avoidance Notes on the date due shall be valid and effective to satisfy and discharge the obligation of doubtthe Company or such Guarantor, a as the case may be, 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 Principal Paying Agent and the Trustee hereunder shall be held harmless and have no liability with respect not exceed any amounts paid to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited it by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make Company or such Guarantor, as the relevant payment. No money case may be, or held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to it, on behalf of the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyHolders hereunder.

Paying Agent to Hold Money in Trust. Prior Unless otherwise specified herein, prior to 11:00 a.m. (10:00 a.m., New York City time) , on each due date of the payment of principal of and of, or interest on on, any NoteSecurities, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and or interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such A Paying Agent shall hold in trust for the benefit of Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principal, premium, if anyprincipal of, or interest on on, the NotesSecurities, and will shall notify the Trustee of any default failure by the Issuers in making Company to make any such payment. While 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 such default continuesSecurities, segregate the Trustee may require money and hold it as a Paying Agent to pay all money held by it to separate trust fund for the Trusteebenefit of Holders. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over , and the Trustee may at any time during the continuance of any Default, upon written request to a Paying Agent, require such Paying Agent to pay forthwith to the Trustee under this Section 2.04all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuer, 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 interest on any Security and remaining unclaimed for two years after such principal or interest has become due and payable shall serve promptly be paid to the Company or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or disbursements (including such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will promptly be repaid to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyCompany.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (10:00 a.m., New York City time) , on each due date of the principal of or interest, Contingent Interest, if any, and interest Liquidated Damages, if any, on any NoteSecurities, the Issuers Company shall deposit with the a Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum (in immediately available funds if deposited on the due date) sufficient to pay such principal or interest, Contingent Interest, if any, and interest when Liquidated Damages, if any, so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the A Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and agree in writing to hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders Securityholders or the Trustee all money held by the Paying Agent for the payment of principalprincipal of or interest, premiumContingent Interest, if any, or interest and Liquidated Damages, if any, on the NotesSecurities (whether such assets have been distributed to it by the Company, the Guarantors or any other obligor on the Securities), and will shall notify the Trustee of any default by the Issuers Company or the Guarantors (or any other obligor on the Securities) in making any such payment. While any such default continuesIf the Company or an Affiliate of the Company acts as Paying Agent, the Trustee may require Company or such Affiliate shall, before 10:00 a.m. New York City time, on each due date of the principal of or interest, Contingent Interest, if any, and Liquidated Damages, if any, on any Securities, segregate the money and hold it as a Paying Agent to pay all money held by it to the Trusteeseparate trust fund. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over , and the Trustee may at any time during the continuance of any default, upon written request to a Paying Agent, require such Paying Agent to pay forthwith to the Trustee under this Section 2.04all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Note, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust separate and apart from, and not commingle with any other properties, for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principal, premium, if any, principal of or interest on the Notes (whether such money has been distributed to it by the Company or any other obligor of the Notes, ) in accordance with the terms of this Indenture and will shall notify the Trustee in writing of any default Default by the Issuers Company or any Subsidiary Guarantor (or any other obligor on the Notes) in making any such payment. While If the Company or an Affiliate of the Company or any such default continuesSubsidiary Guarantor acts as Paying Agent, it shall segregate the Trustee 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 (other than the Trustee) to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by such Paying Agent. The Issuers Paying Agent shall not hold any money under this Indenture in the British Virgin Islands, nor will the Paying Agent under this Indenture be a British Virgin Islands entity at any time may require a Paying Agent to pay all money held by it to the Trusteetime. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy proceeding under any Bankruptcy Law with respect to the Company or reorganization proceedings relating to any IssuerAffiliate of the Company or any Subsidiary Guarantor, if the Company, a Subsidiary Guarantor or such Affiliate, is then acting as Paying Agent, the Trustee shall serve replace the Company, such Subsidiary Guarantor or such Affiliate as Paying Agent for Agent. The receipt by the Notes. For the avoidance of doubt, a Paying Agent and or the Trustee from the Company of each payment of principal, interest and/or other amounts due in respect of the Notes in the manner specified herein and on the date on which such amount of principal, interest and/or other amounts are then due, shall be held harmless satisfy the obligations of the Company herein and have no liability with respect under the Notes to payments or disbursements (including make such payment to the Holders) (i) for which payment instructions are Holders on the due date thereof; provided, however, that the liability of any Paying Agent hereunder shall not made or that are not otherwise deposited exceed any amounts paid to it by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money Company, or held by an Agent needs to be segregated except as is required by lawit, on behalf of the Holders under this Indenture. The Agents will hold all funds as banker subject to Notwithstanding the terms preceding sentence or any other provision of this Indenture and as a resultto the contrary, such money will not be held the Company shall indemnify the Holders in the event that there is subsequent failure by the Trustee or any Paying Agent to pay any amount due in respect of the Notes in accordance with the rules established Notes and this Indenture as shall result in the receipt by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook Holders of rules and guidance from time to time in relation to client moneysuch amounts as would have been received by them had no such failure occurred.

Paying Agent to Hold Money in Trust. Prior The Company shall require each Paying Agent other than the Trustee to 11:00 a.m. (New York time) on each due date agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the principal Trustee all money held by the Paying Agent for the payment of and principal, premium or Liquidated Damages, if any, or interest on the Notes, and will notify the Trustee of any Notedefault by the Company in making any such payment. While any such default continues, the Issuers shall deposit with 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. Upon payment over to the Trustee, the Paying Agent (or if other than the Issuer Company or a Subsidiary is acting as Paying Agent, segregate and hold Subsidiary) shall have no further liability for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instructionmoney. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuerthe Company, the Trustee shall serve as Paying Agent for the Notes. For Subject to applicable escheat and abandoned property laws, any money deposited with the avoidance Trustee or any Paying Agent, or then held by the Company, in trust for the payment of doubtthe principal of (and premium, a if any, on) or interest or Liquidated Damages, if any, on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest or Liquidated Damages, if any, 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 hereof, and all liability of the Trustee or such Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or disbursements (including such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyCompany.

Paying Agent to Hold Money in Trust. Prior Unless otherwise specified herein, prior to 11:00 a.m. (10:00 a.m., New York City time) , on each due date of the payment of principal of and of, or interest on on, any NoteSecurities, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and or interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such A Paying Agent shall hold in trust for the benefit of Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principal, premium, if anyprincipal of, or interest on on, the NotesSecurities, and will shall notify the Trustee of any default failure by the Issuers in making Company (or any other obligor on the Securities) to make any such payment. While 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 such default continuesSecurities, segregate the Trustee may require money and hold it as a Paying Agent to pay all money held by it to separate trust fund for the Trusteebenefit of Holders. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over , and the Trustee may at any time during the continuance of any Default, upon written request to a Paying Agent, require such Paying Agent to pay forthwith to the Trustee under this Section 2.04all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuer, 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 interest on any Security and remaining unclaimed for two years after such principal or interest has become due and payable shall serve promptly be paid to the Company or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or disbursements 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 (including 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 be repaid to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyCompany.

Paying Agent to Hold Money in Trust. Prior The Issuer shall require each Paying Agent to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Note, the Issuers shall deposit with agree in writing that the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and shall hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to Holders or the date on which such payment is due, send to Trustee all money held by the Paying Agent an irrevocable for the payment instructionof principal, premium, if any, or interest on the Notes provided that the Paying Agent may use such money as a banker in the ordinary course of business and without accounting for profits. No monies held by the Paying Agent need be segregated. The Paying Agent shall notify the Trustee in writing of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer, the Company or a Subsidiary) shall have no further liability for the money. If the Issuer Issuer, the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any the Issuer, the Trustee shall serve as Paying Agent for the Notes. For Subject to the avoidance provisions of doubtSection 4.12, a Paying Agent and the Trustee shall be held harmless entitled to make a deduction or withholding from any payment which it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant Holder failing to satisfy any certification or other requirements in respect of the Notes, in which event the Trustee shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no liability obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax. In connection with respect any proposed exchange of a Definitive Note for a Global Note, the Issuer or the Company shall be required to payments use commercially reasonable efforts to provide or disbursements (including cause to be provided to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by Trustee all information necessary to allow the respective times set forth in this Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 2.04 and (ii) until they have confirmed receipt 6045 of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by lawInternal Revenue Code. The Agents will hold all funds as banker subject Trustee shall be entitled to conclusively rely on information provided to it and shall have no responsibility to verify or ensure the terms accuracy of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyinformation.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (By 10:00 A.M. New York time) on , no later than one Business Day prior to each due date of the principal of and interest Payment Date on any Note, the Issuers Issuer shall deposit with the Principal Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) in immediately available funds a sum sufficient to pay such principal and interest when so becoming duedue (including any amounts under Section 4.04). The Issuers Issuer shall no later than request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. (New York time) two Business Days prior to the due date on which from any such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit confirmation (by tested telex) of the Holders all money held by it as Paying Agentits intention to make such payment. The Issuers Issuer shall require each Paying Agent that is not a party to this Indenture (other than the Trustee, The Bank of New York Mellon Trust (Japan), Ltd. and The Bank of New York Mellon (Luxembourg) S.A.) to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee Trustee, all money held by the such Paying Agent for the payment of principal, premium, if any, or principal and interest on the Notes, Notes and will shall notify the Trustee of any default by the Issuers 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 Issuers Issuer at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by it. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Each payment in full of principal, redemption amount, Additional Amounts and/or interest payable under the Notes and this Indenture in respect of any bankruptcy Note made by or reorganization proceedings relating on behalf of the Issuer to or to the order of the Principal 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 Principal Paying Agent hereunder shall not exceed any amounts paid to it by the Issuer, or held by it, on behalf of the Trustee shall serve as Holders hereunder; and provided further that, in the event that there is a default by the Principal Paying Agent for the Notes. For the avoidance in any payment of doubtprincipal, a Paying Agent and the Trustee shall be held harmless and have no liability with redemption amount, Additional Amounts and/or interest in respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held any Note in accordance with the rules established terms hereof, the Issuer shall pay on demand such further amounts as will result in receipt by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook Holder of rules and guidance from time to time in relation to client moneysuch amounts as would have been received by it had no such default occurred.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Note, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture other than the Trustee to agree in writing that such the Paying Agent shall will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to any Issuerthe Company, the Trustee shall serve as Paying Agent for the Notes. For Subject to applicable escheat and abandoned property laws, any money deposited with the avoidance Trustee or any Paying Agent, or then held by the Company, in trust for the payment of doubtthe principal of (and premium, a if any, on) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company 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 hereof, and all liability of the Trustee or such Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or disbursements (including such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyCompany.

Paying Agent to Hold Money in Trust. Prior (a) The Company shall require each Paying Agent other than the Trustee to 11:00 a.m. (New York time) agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest, on each due date the Notes, and will notify the Trustee of any default by the principal of and interest on Company in making any Notesuch payment. While any such default continues, the Issuers shall deposit with 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. Upon payment over to the Trustee, the Paying Agent (if other than the Company or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold its Subsidiary) shall have no further liability for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instructionmoney. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall require each serve as Paying Agent that is not a party to this Indenture to agree in writing that such for the Notes. (b) The Paying Agent shall hold for the benefit of the Holders of the Notes or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premium, if any, or and interest on the Notes, and will shall notify the Trustee in writing of any default Default by the Issuers Company in making any such payment. While any such default Default continues, the Trustee may require a the Paying Agent to pay all money held by it to the TrusteeTrustee for further payment to Holders of the Notes as and when due. The Issuers Company at any time may require a the Paying Agent to pay all money held by it the Paying Agent to the Trustee. Upon payment over to the Trustee under this Section 2.04Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy or reorganization proceedings relating to any IssuerIf the Company acts the Paying Agent, the Trustee it shall serve as Paying Agent segregate and hold in a separate trust fund for the Notes. For benefit of the avoidance Holders of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No Notes all money held by an it the Paying Agent. (c) The Paying Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will shall not be liable for any interest on any money held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyit hereunder.

Paying Agent to Hold Money in Trust. Prior to By no later than 11:00 a.m. (New York City time) on each due the date of the on which any principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal, premium, cash interest amount, and increase the principal and amount of the Notes to pay PIK Interest or issue PIK Notes to pay PIK Interest pursuant to an Issuer Order delivered to the Trustee specifying the PIK Note amount to be issued or the increase in the amount of principal, as applicable, on the applicable interest payment date, when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders Noteholders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), and will shall notify the Trustee in writing of any default by the Issuers Issuer or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuer (or any other obligor 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 Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Parent Guarantor or a Restricted 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 Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds or assets disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer Parent Guarantor or a Restricted Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any Issuerthe Issuer or the Parent Guarantor, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to By no later than 11:00 a.m. (New York City time) on each due the date of the on which any principal of and of, premium, if any, or interest on any NoteSecurity is due and payable, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders Securityholders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the NotesSecurities (whether such assets have been distributed to it by the Issuers or other obligors on the Securities), and will shall notify the Trustee in writing of any default by the Issuers or any Subsidiary Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuers (or any other obligor upon the Securities) in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith deliver to the Trustee may require a all sums held in trust by such Paying Agent to pay all 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 to the Trusteeas Paying Agent and hold it as a separate trust fund. The Issuers at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the TrusteeTrustee and to account for any funds or assets disbursed by such Paying Agent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer Company or a SubsidiarySubsidiary of the Company) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any Issuerthe Issuers, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneySecurities.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (By 10:00 A.M. New York time) on , no later than one Business Day prior to each due date of the principal of and interest Payment Date on any Note, the Issuers Company shall deposit with the Principal Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) in immediately available funds a sum sufficient to pay such principal and interest when so becoming duedue (including any amounts under Section 4.06). The Issuers Company shall no later than request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. (New York time) two Business Days prior to the due date on which from any such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit confirmation (by facsimile) of the Holders all money held by it as Paying Agentits intention to make such payment. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee Trustee, all money held by the such Paying Agent for the payment of principal, premium, if any, or principal and interest on the Notes, Notes and will shall notify the Trustee of any default by the Issuers Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by it. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Each payment in full of principal, redemption amount, additional amounts and/or interest payable under the Notes and this Indenture in respect of any bankruptcy Note made by or reorganization proceedings relating on behalf of the Company or a Guarantor to any Issuer, or to the Trustee shall serve as order of the Principal Paying Agent for in the Notes. For manner specified herein or in the avoidance Notes on the date due shall be valid and effective to satisfy and discharge the obligation of doubtthe Company or such Guarantor, a as the case may be, 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 Principal Paying Agent and the Trustee hereunder shall be held harmless and have no liability with respect not exceed any amounts paid to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited it by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make Company or such Guarantor, as the relevant payment. No money case may be, or held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to it, on behalf of the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyHolders hereunder.

Paying Agent to Hold Money in Trust. Prior to The Company shall, no later than 11:00 a.m. (New York City time) on each due date the Business Day prior to the payment of the principal of principal, premium, if any, and interest on any Noteof the Notes, the Issuers shall deposit with the a Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal amount, such sum to be held in trust for the Holders entitled to the same, and (unless such Paying Agent is the Trustee) the Company shall promptly notify a Responsible Officer of 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 Holders or the Trustee all money held by such Paying Agent for the payment of principal, premium, if any, and interest when so becoming dueon the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers shall no later than two Business Days prior Company at any time may require a Paying Agent to pay all money held by it to the date on which such Trustee. Upon payment is due, send over to the Trustee, a Paying Agent an irrevocable payment instruction(if other than the Company or a Subsidiary) shall have no further liability for the money. If the Issuer Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuerthe Company, the Trustee shall serve as Paying Agent for the Notes. For Notwithstanding any provision herein to the avoidance contrary, an installment (including, without limitation, in connection with any redemption of doubt, the Notes pursuant to Article IX) of principal of or interest on the Notes shall be considered paid on the date due if the Trustee or a Paying Agent (other than the Company or a Subsidiary or any Paying Agent in Argentina) holds on that date money in immediately available funds designated for and sufficient to pay the Trustee shall be held harmless entire installment and have no liability with respect to payments or disbursements (including to the Holders) provided that (i) for which the Trustee or Paying Agent is not legally prohibited from making any payment instructions are not made or that are not otherwise deposited by of such installment on the respective times set forth in this Section 2.04 Notes on the date due and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance Company has complied with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneySection 2.4.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (a.m., New York City time) , on each due date of the principal of and or interest on any NoteNotes (including the Redemption Price and the Fundamental Change Repurchase Price, if any), the Issuers Company shall deposit with the a Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal or interest (including the Redemption Price and interest when the Fundamental Change Repurchase Price, if any) so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the A Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, principal of or interest on the NotesNotes (including the Redemption Price and the Fundamental Change Repurchase Price, if any), and will shall notify the Trustee of any default by the Issuers Company (or any other obligor on the Notes) in making any such payment. While any such default continuesThe Paying Agent shall apply the deposited money in accordance with this Indenture and the Notes to the payment of the principal of, and interest on, the Trustee may require a Paying Agent to pay all Notes (including the Redemption Price and the Fundamental Change Repurchase Price, if any); provided that such money held by it need not be segregated from other funds except to the Trusteeextent required by law. If the Company or an Affiliate of the Company acts as Paying Agent, it shall, before 11:00 a.m., New York City time, on each due date of the principal of or interest on any Notes (including the Redemption Price and the Fundamental Change Repurchase Price, if any), segregate the money and hold it as a separate trust fund for the benefit of the Holders. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over , and the Trustee may at any time during the continuance of any default, upon written request to a Paying Agent, require such Paying Agent to pay forthwith to the Trustee under this Section 2.04all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 10:00 a.m. (New York City time) , on each due date of the principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to require the Paying Agent an irrevocable payment instruction. If (other than the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuers or other obligors on the Notes), and will shall notify the Trustee in writing of any default by the Issuers or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuers or any Guarantor (or any other obligor 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 may require a all sums held in trust by such Paying Agent to pay all for payment in respect of the Notes together with a full accounting thereof. If an Issuer or a Subsidiary of an Issuer acts as Paying Agent, it shall segregate the money held by it to the Trusteeas Paying Agent and hold it as a separate trust fund. The Issuers at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the TrusteeTrustee and to account for any funds or assets disbursed by such Paying Agent. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the an Issuer or a SubsidiarySubsidiary of an Issuer) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, insolvency, reorganization or reorganization proceedings relating similar proceeding with respect to any an Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (a) By 10:00 A.M. New York time) on , no later than one Business Day prior to each due date of the principal of and interest Payment Date on any NoteSecurity, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) in immediately available funds a sum sufficient to pay such principal and interest when so becoming duedue (including, for the avoidance of doubt, any Payments, Redemption Amounts or amounts under Section 4.06 as applicable). The Issuers Issuer shall no later than 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 on which from any such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit confirmation (by tested telex) of the Holders all money held by it as Paying Agentits intention to make such payment. The Issuers Issuer shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee Trustee, all money held by the such Paying Agent for the payment of principal, premium, if any, or interest principal on the Notes, Securities and will shall notify the Trustee of any default by the Issuers 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 Issuers Issuer at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by it. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon money delivered to the Trustee. (b) Each payment in full of principal, Redemption Amount, Additional Amounts payable under the Securities and this Indenture in respect of any bankruptcy Security made by or reorganization proceedings relating on behalf of the Issuer to or to the order of the Paying Agent in the manner specified herein or in the Securities 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 payable hereunder and under the Securities on such date, provided, however, that the liability of the Paying Agent hereunder shall not exceed any amounts paid to it by the Issuer, or held by it, on behalf of the Trustee shall serve as Holders hereunder; and provided further that, in the event that there is a default by the Paying Agent for the Notes. For the avoidance in any payment of doubtprincipal, a Paying Agent and the Trustee shall be held harmless and have no liability with Redemption Amount, Additional Amounts in respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held any Security in accordance with the rules established terms hereof, the Issuer shall pay on demand such further amounts as will result in receipt by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook Holder of rules and guidance from time to time in relation to client moneysuch amounts as would have been received by it had no such default occurred.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Note, the Issuers shall deposit with the Paying Agent (or if the The Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall will require each Paying Agent that is not a party to this Indenture other than the Trustee and the initial Paying Agent to agree in writing that such each Paying Agent shall will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premiumprincipal of (and premium or Additional Amounts, if any, ) or interest on the Notes, and will notify the Trustee in writing of any default Default by the Issuers Issuer in making any such payment. While any such default Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04Trustee, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary of the Issuer) shall will have no further liability for the money. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any insolvency, bankruptcy or reorganization proceedings relating to any Issuerthe Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally), the Trustee shall will serve as Paying Agent for the Notes. For The Issuer will provide funds to the avoidance of doubt, a Paying Agent and no later than 10:00 a.m. (London time) on the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including Business Day prior to the Holdersday on which the Paying Agent is to make payment. In addition, the Issuer shall cause the bank effecting payment for it to confirm, before 10:00 a.m. (London time) (i) for which on the third Business Day before each Payment Date, by tested telex or authenticated SWIFT message to the Paying Agent, the payment instructions are relating to such payment. A Paying Agent will not made be obliged to pay the Holders of the Notes (or that are not otherwise deposited by the respective times set forth in this Section 2.04 make any other payment) unless and (ii) until they have such time as it has confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 Not later than 10:00 a.m. (New York time) City time on each due date of the principal of and interest on any NoteSecurities, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum money in immediately available funds sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture 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 principalprincipal of, premium, if any, or premium and interest on the NotesSecurities (whether such money has been paid to it by the Company or any other obligor on the Securities), and will such Paying Agent shall promptly notify the Trustee of any default by the Issuers Company (or any other obligor on the Securities) in making any such payment. While The Company at any such default continuestime may require a Paying Agent other than the Trustee 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 a such Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed. The Issuers at any time may require a Paying Agent to pay all money held by it Upon payment to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the solely in its capacity as such and not with respect to any obligations as Issuer or a Subsidiaryguarantor hereunder) shall have no further liability for the moneymoney 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 or interest on the Securities, segregate and hold in a separate trust fund for the benefit of the Holders a sum sufficient to pay such principal or interest so becoming due until such sums 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. Upon commencement of any bankruptcy or reorganization proceedings proceeding relating to any Issuerthe Company, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneySecurities.

Paying Agent to Hold Money in Trust. Prior to 11:00 If the Issuer shall at any time act as its own Paying Agent, it will, by 10:00 a.m. (New York City time) on or before each due date of the principal of and any premium and interest on any Note, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying AgentSenior Notes, segregate and hold in trust for the benefit of the Persons entitled thereto) thereto a sum sufficient to pay such the principal and any premium and interest when on the Senior Notes so becoming duedue until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act. The Issuers Whenever the Issuer shall no later than two have one or more Paying Agents for the Senior Notes, it will, at least one Business Days Day before such due date of the principal of and any premium and interest on the Senior Notes, deposit with a Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such payment deposit is duerequired to be made) sufficient to pay the principal and any premium and interest to become due on the Senior Notes, send such sum to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold be held in a separate trust fund for the benefit of the Holders all money held by it as Persons entitled to such principal, premium or interest on the Senior Notes and (unless such Paying AgentAgent is the Trustee) the Issuer will promptly notify the Trustee of such action or any failure so to act. The Issuers shall require Issuer will cause each Paying Agent that is not a party 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 Indenture to agree in writing Section, that such Paying Agent shall will: (a) hold all sums held by it for the payment of the principal of and any premium and interest on the Senior Notes in trust for the benefit of Holders the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee notice of any default by the Issuers Issuer (or any other obligor upon the Senior Notes) in the making of any payment of principal and any premium and interest on the Senior Notes; (c) at any time during the continuance of any such payment. While any such default continuesdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all respects with the provisions of this Indenture relating to the duties, rights and obligations of such Paying Agent. The Issuer may require a at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by an order of the Issuer direct any Paying Agent to pay pay, to the Trustee all money sums held in trust by the Issuer or such Paying Agent, such sums to be held by it the Trustee upon the same terms as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee. The Issuers at any time may require a , such Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no released from all further liability with respect to payments such money. Any money deposited with the Trustee or disbursements (including any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of and any premium and interest on the Senior Notes and remaining unclaimed for two years after such principal and any premium and interest on the Senior Notes has become due and payable shall be paid to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited Issuer upon Request by the respective times set forth in this Section 2.04 Issuer; and (ii) until they have confirmed receipt the Holder of funds sufficient such Senior Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the relevant payment. No money held by an Agent needs expense of the Issuer cause to be segregated except as is required by law. published once, in The Agents New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will hold all funds as banker subject be repaid to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyIssuer.

Paying Agent to Hold Money in Trust. Prior Unless otherwise specified herein, prior to 11:00 a.m. (10:00 a.m., New York City time) , on each due date of the payment of principal of of, or interest (including Additional Interest and interest Special Interest), if any, on any NoteSecurities, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal or interest (including Additional Interest and interest when Special Interest), if any, so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such A Paying Agent shall hold in trust for the benefit of Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premiumor interest (including Additional Interest and Special Interest), if any, or interest on on, the NotesSecurities, and will shall notify the Trustee of any default failure by the Issuers in making Company (or any other obligor on the Securities) to make any such payment. While 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 (including Additional Interest and Special Interest), if any, on, any such default continuesSecurities, segregate the Trustee may require money and hold it as a Paying Agent to pay all money held by it to separate trust fund for the Trusteebenefit of Holders. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over , and the Trustee may at any time during the continuance of any Default, upon written request to a Paying Agent, require such Paying Agent to pay forthwith to the Trustee under this Section 2.04all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the moneymoney so paid to the Trustee. Upon any bankruptcy or reorganization proceedings relating to any Issuer, 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 interest (including Additional Interest and Special Interest), if any, on any Security and remaining unclaimed for two years after such principal or interest (including Additional Interest and Special Interest), if any, has become due and payable shall serve promptly be paid to the Company or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or disbursements (including such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will promptly be repaid to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyCompany.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any NoteSecurity, the Issuers shall deposit with the Paying Agent (or if either of the Issuer Issuers or a permitted Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such the Paying Agent shall hold in trust for the benefit of Holders Securityholders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, principal of or interest on the Notes, Securities and will shall notify the Trustee of any default by the Issuers in making any such payment. While any such default continuesIf either of the Issuers or a permitted Wholly Owned Subsidiary acts as Paying Agent, it shall segregate the Trustee may require a Paying Agent to pay all money held by it to the Trusteeas Paying Agent and hold it as a separate trust fund. The Issuers at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by the Paying Agent. Upon payment over to the Trustee under complying with this Section 2.04Section, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Any money deposited with any bankruptcy Paying Agent, or reorganization proceedings relating then held by either of the Issuers or a permitted Wholly Owned Subsidiary in trust for the payment of principal or interest on any Security and remaining unclaimed for two years after such principal and interest has become due and payable shall be paid to any Issuerthe Issuers at their request, or, if then held by either of the Trustee Issuers or a permitted Wholly Owned Subsidiary, shall serve be discharged from such trust; and the Securityholders shall thereafter, as unsecured general creditors, look only to the Issuers for payment thereof, and all liability of the Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such money, and all liability of either of the Issuers or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except such permitted Wholly Owned Subsidiary as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a resulttrustee thereof, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyshall thereupon cease.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (By 10:00 A.M. New York time) on , no later than one Business Day prior to each due date of the principal of and interest Payment Date on any Note, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) in immediately available funds a sum sufficient to pay such principal and interest when so becoming duedue (including any amounts under Section 4.06). The Issuers Company shall no later than 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 on which from any such payment is due, send an irrevocable confirmation (by facsimile) of its intention to make such payment. The Company shall require the Paying Agent an irrevocable payment instruction. If (other than the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture Trustee) to agree in writing that such the Paying Agent shall hold in trust, for the benefit of Holders or the Trustee Trustee, all money held by the Paying Agent for the payment of principal, premium, if any, or principal and interest on the Notes, Notes and will shall notify the Trustee of any default by the Issuers Company in making any such payment. While The Company at any such default continues, the Trustee time may require a the Paying Agent to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a Paying Agent to pay all money held funds disbursed by it to the Trusteeit. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Each payment in full of principal, redemption amount, additional amounts and/or interest payable under the Notes and this Indenture in respect of any bankruptcy Note made by or reorganization proceedings relating on behalf of the Company to any Issuer, or to the Trustee shall serve as order of the Paying Agent for in the Notes. For manner specified herein or in the avoidance Notes on the date due shall be valid and effective to satisfy and discharge the obligation of doubtthe Company to make payment of principal, a 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 and the Trustee hereunder shall be held harmless and have no liability with respect not exceed any amounts paid to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited it by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money Company, or held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to it, on behalf of the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyHolders hereunder.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (By 10:00 A.M. New York time) on , no later than one Business Day prior to each due date of the principal of and interest Payment Date on any Note, the Issuers Company shall deposit with the Principal Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) in immediately available funds a sum sufficient to pay such principal and interest when so becoming duedue (including any amounts under Section 4.06) . The Issuers Company shall no later than request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. (New York time) two Business Days prior to the due date on which from any such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit confirmation (by facsimile) of the Holders all money held by it as Paying Agentits intention to make such payment. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee and The Bank of New York (Luxembourg), S.A. to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee Trustee, all money held by the such Paying Agent for the payment of principal, premium, if any, or principal and interest on the Notes, Notes and will shall notify the Trustee of any default by the Issuers Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by it. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Each payment in full of principal, redemption amount, additional amounts and/or interest payable under the Notes and this Indenture in respect of any bankruptcy Note made by or reorganization proceedings relating on behalf of the Company or a Guarantor to any Issuer, or to the Trustee shall serve as order of the Principal Paying Agent for in the Notes. For manner specified herein or in the avoidance Notes on the date due shall be valid and effective to satisfy and discharge the obligation of doubtthe Company or such Guarantor, a as the case may be, 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 Principal Paying Agent and the Trustee hereunder shall be held harmless and have no liability with respect not exceed any amounts paid to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited it by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make Company or such Guarantor, as the relevant payment. No money case may be, or held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to it, on behalf of the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyHolders hereunder.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Note, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principal, premium, if any, principal of or interest on the Notes (whether such money has been distributed to it by the Company or any other obligor of the Notes, ) in accordance with the terms of this Indenture and will shall notify the Trustee in writing of any default Default by the Issuers Company or any Subsidiary Guarantor (or any other obligor on the Notes) in making any such payment. While any such default Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. If the Company or an Affiliate of the Company or any Subsidiary Guarantor acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuers Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by such Paying Agent. Upon payment over to the Trustee under complying with this Section 2.042.5, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy proceeding under any Bankruptcy Law with respect to the Company, any Affiliate of the Company or reorganization proceedings relating to any IssuerSubsidiary Guarantor, if the Company, a Subsidiary Guarantor or such Affiliate is then acting as Paying Agent, the Trustee shall serve replace the Company, such Subsidiary Guarantor or such Affiliate as Paying Agent for Agent. The receipt by the Notes. For the avoidance of doubt, a Paying Agent and or the Trustee from the Company of each payment of principal, interest and/or other amounts due in respect of the Notes in the manner specified herein and on the date on which such amount of principal, interest and/or other amounts are then due, shall be held harmless satisfy the obligations of the Company herein and have no liability with respect under the Notes to payments or disbursements (including make such payment to the Holders) (i) for which payment instructions are Holders on the due date thereof; provided, however, that the liability of any Paying Agent hereunder shall not made or that are not otherwise deposited exceed any amounts paid to it by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money Company, or held by an Agent needs to be segregated except as is required by lawit, on behalf of the Holders under this Indenture. The Agents will hold all funds as banker subject to Notwithstanding the terms preceding sentence or any other provision of this Indenture and as a resultto the contrary, such money will not be held the Company (without prejudice to its rights against the Trustee or any Paying Agent) shall indemnify the Holders in the event that there is subsequent failure by the Trustee or any Paying Agent to pay any amount due in respect of the Notes in accordance with the rules established Notes and this Indenture as shall result in the receipt by the Financial Conduct Authority Holders of such amounts as would have been received by them had no such failure occurred. Upon the Company’s repayment in full of the Financial Conduct Authority’s Handbook Notes, and so long as the Paying Agent no longer holds any money payable to the Holders or the Trustee, as the case may be, in connection with this Indenture or the Notes, as applicable, the Paying Agent shall be relieved of rules any of its obligations under this Indenture and guidance from time the Notes and any actions other than the exercise of rights, required to time in relation to client moneybe taken by the Paying Agent, shall be taken by the Company or its Subsidiaries.

Paying Agent to Hold Money in Trust. Prior Unless otherwise specified herein, prior to 11:00 a.m. (10:00 a.m., New York City time) , on each due date of the payment of principal of and of, or interest on on, any NoteSecurities, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and or interest when so becoming due. The Issuers shall no later than two Business Days prior Subject to the date on which such payment is dueSection 9.02, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principal, premium, if anyprincipal of, or interest on on, the NotesSecurities, and will shall notify the Trustee of any default failure by the Issuers in making Company (or any other obligor on the Securities) to make any such payment. While 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 such default continuesSecurities, segregate the Trustee may require money and hold it as a Paying Agent to pay all money held by it to separate trust fund for the Trusteebenefit of Holders. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over , and the Trustee may at any time during the continuance of any Default, upon written request to a Paying Agent, require such Paying Agent to pay forthwith to the Trustee under this Section 2.04all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuer, 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, premium, if any, or interest (including Additional Interest or Contingent Interest, if any) on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall serve promptly be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or disbursements 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 (including 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 be repaid to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyCompany.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (By 10:00 A.M. New York time) on , no later than one Business Day prior to each due date of the principal of and interest Payment Date on any Note, the Issuers Company shall deposit with the Principal Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) in immediately available funds a sum sufficient to pay such principal and interest when so becoming duedue (including any amounts under Section 4.06). The Issuers Company shall no later than request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. (New York time) two Business Days prior to the due date on which from any such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit confirmation (by tested telex) of the Holders all money held by it as Paying Agentits intention to make such payment. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and The Bank of New York (Luxembourg) S.A.) to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee Trustee, all money held by the such Paying Agent for the payment of principal, premium, if any, or principal and interest on the Notes, Notes and will shall notify the Trustee of any default by the Issuers Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by it. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Each payment in full of principal, redemption amount, Additional Amounts and/or interest payable under the Notes and this Indenture in respect of any bankruptcy Note made by or reorganization proceedings relating on behalf of the Company to any Issuer, or to the Trustee shall serve as order of the Principal Paying Agent for in the Notes. For manner specified herein or in the avoidance Notes on the date due shall be valid and effective to satisfy and discharge the obligation of doubtthe Company to make payment of principal, a redemption amount, Additional Amounts and/or interest payable hereunder and under the Notes on such date, provided, however, that the liability of the Principal Paying Agent and the Trustee hereunder shall be held harmless and have no liability with respect not exceed any amounts paid to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited it by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money Company, or held by an it, on behalf of the Holders hereunder; and provided further that, in the event that there is a default by the Principal Paying Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms in any payment of this Indenture and as a resultprincipal, such money will not be held redemption amount, Additional Amounts and/or interest in respect of any Note in accordance with the rules established terms hereof, the Company shall pay on demand such further amounts as will result in receipt by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook Holder of rules and guidance from time to time in relation to client moneysuch amounts as would have been received by it had no such default occurred.

Paying Agent to Hold Money in Trust. Prior to 11:00 If the Issuer shall at any time act as its own Paying Agent, it will, by 10:00 a.m. (New York City time) on each due date of the principal of of, premium and Additional Interest, if any, and interest on any Note, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying AgentSenior Notes, segregate and hold in trust for the benefit of the Persons entitled thereto) thereto a sum sufficient to pay such the principal of, premium and Additional Interest, if any, and interest when on the Senior Notes so becoming duedue until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act. The Issuers Whenever the Issuer shall no later than two have one or more Paying Agents for the Senior Notes, it will, at least one Business Days Day before such due date of the principal of, premium and Additional Interest, if any, and interest on the Senior Notes, deposit with such Paying Agent(s) a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such payment deposit is duerequired to be made) sufficient to pay the principal, send premium and Additional Interest, if any, and interest to become due on the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying AgentSenior Notes, it shall segregate and hold such sum to be held in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party Persons entitled to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premiumpremium and Additional Interest, if any, or interest on the Senior Notes, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of such action or any failure so to act. The Issuer will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of, premium and Additional Interest, if any, and interest on the Senior 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; (b) give the Trustee notice of any default by the Issuers Issuer (or any other obligor upon the Senior Notes) in the making of any payment of principal of, premium and Additional Interest, if any, and interest on the Senior Notes; (c) at any time during the continuance of any such payment. While any such default continuesdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all respects with the provisions of this Indenture relating to the duties, rights and obligations of such Paying Agent. The Issuer may require a at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by an order of the Issuer direct any Paying Agent to pay pay, to the Trustee all money sums held in trust by the Issuer or such Paying Agent, such sums to be held by it the Trustee upon the same terms as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee. The Issuers at any time may require a , such Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no released from all further liability with respect to payments such money. Any money deposited with the Trustee or disbursements (including any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium and Additional Interest, if any, and interest on the Senior Notes and remaining unclaimed for two years after such principal of, premium and Additional Interest, if any, and interest on the Senior Notes have become due and payable shall be paid to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited Issuer upon Request by the respective times set forth in this Section 2.04 Issuer; and (ii) until they have confirmed receipt the Holder of funds sufficient such Senior Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the relevant payment. No money held by an Agent needs expense of the Issuer cause to be segregated except as is required by law. published once, in The Agents New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will hold all funds as banker subject be repaid to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyIssuer.

Paying Agent to Hold Money in Trust. Prior to By no later than 11:00 a.m. (New York City time) on each due the date of the on which any principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. The Issuers shall no later than two Business Days prior to Any funds received after 11:00 a.m. (New York City time) on the date on which such payment any principal of, premium, if any, or interest on any Note is due, send to due and payable shall be paid on the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agentimmediately succeeding Business Day. The Issuers Issuer shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), and will shall notify the Trustee in writing of any default by the Issuers Issuer or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuer (or any other obligor 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 Paying 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 Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds or assets disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary of the Issuer) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any the Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Note, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing to comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and that such Paying Agent shall hold in trust separate and apart from, and not commingle with any other properties, for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principal, premium, if any, principal of or interest on the Notes (whether such money has been distributed to it by the Company or any other obligor of the Notes, ) in accordance with the Trust Indenture Act and will shall notify the Trustee in writing of any default Default by the Issuers Company or any Subsidiary Guarantor (or any other obligor on the Notes) in making any such payment. While If the Company or an Affiliate of the Company or any such default continuesSubsidiary Guarantor acts as Paying Agent, it shall segregate the Trustee 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 (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy proceeding under any Bankruptcy Law with respect to the Company or reorganization proceedings relating to any IssuerAffiliate of the Company or any Subsidiary Guarantor, if the Company, a Subsidiary Guarantor or such Affiliate, is then acting as Paying Agent, the Trustee shall serve replace the Company, such Subsidiary Guarantor or such Affiliate as Paying Agent for Agent. The receipt by the Notes. For the avoidance of doubt, a Paying Agent and or the Trustee from the Company of each payment of principal, interest and/or other amounts due in respect of the Notes in the manner specified herein and on the date on which such amount of principal, interest and/or other amounts are then due, shall be held harmless satisfy the obligations of the Company herein and have no liability with respect under the Notes to payments or disbursements (including make such payment to the Holders) (i) for which payment instructions are Holders on the due date thereof; provided, however, that the liability of any Paying Agent hereunder shall not made or that are not otherwise deposited exceed any amounts paid to it by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money Company, or held by an Agent needs to be segregated except as is required by lawit, on behalf of the Holders under this Indenture. The Agents will hold all funds as banker subject to Notwithstanding the terms preceding sentence or any other provision of this Indenture and as a resultto the contrary, such money will not be held the Company shall indemnify the Holders in the event that there is subsequent failure by the Trustee or any Paying Agent to pay any amount due in respect of the Notes in accordance with the rules established Notes and this Indenture as shall result in the receipt by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook Holders of rules and guidance from time to time in relation to client moneysuch amounts as would have been received by them had no such failure occurred.

Paying Agent to Hold Money in Trust. Prior By no later than one Business Day prior to 11:00 a.m. (New York time) the date on each due date of the which any principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers Issuer shall deposit with the Paying Agent (a sum sufficient in immediately available funds to pay such principal, premium or if interest when due or at the Issuer or a Subsidiary is acting as option of the Paying Agent, segregate payment of interest and hold for Additional Interest, if any, may be made by check mailed to the benefit Holders of the Persons entitled thereto) a sum sufficient Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, interest and Additional Interest, if any, with respect to pay such principal and interest when so becoming duethe Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not (other than a party to this Indenture Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee Trustees all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), and will shall notify the Trustee Trustees in writing of any default by the Issuers Issuer or any Guarantor in making any such paymentpayment and shall during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustees, forthwith deliver to the Trustees all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. While 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 Issuer at any such default continues, the Trustee time may require a Paying Agent (other than a Trustee) to pay all money held by it to the Trustee. The Issuers at Trustees and to account for any time may require a funds or assets disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary of the Issuer) shall have no further liability for the moneymoney delivered to the Trustees. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any the Issuer, the U.S. Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of and premium, if any, or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to 11:00 a.m. (pay the principal of, premium, if any, or interest on any of the Securities so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 a.m., New York City time) , on each due date of the principal of and premium, if any, or interest on any NoteSecurities, the Issuers shall deposit with the a Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agentsum sufficient to pay such amount, segregate and hold such sum to be held in trust for the benefit of the Persons entitled theretoto such principal, premium, if any, or interest, and (unless such Paying Agent is the Trustee) a sum sufficient the Company will promptly notify the Trustee of its action or failure so to pay such principal and interest when so becoming dueact. The Issuers shall no later Company will cause each Paying Agent other than two Business Days prior the Trustee to execute and deliver to the date on Trustee an instrument in which such payment is duePaying Agent shall agree with the Trustee, send subject to the provisions of this Section 2.4, that such Paying Agent an irrevocable will, subject to Section 5.7: (1) hold all sums held by it for the payment instruction. If of the Issuer principal of, premium, if any, or a Subsidiary acts as Paying Agent, it shall segregate and hold interest on Securities in a separate trust fund for the benefit of the Holders all money held by it Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or herein provided; (2) give the Trustee all money held written notice of any default by the Paying Agent for Company (or any other obligor upon the Securities) in the making of any payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers interest; and (3) at any time may require a Paying Agent to pay all money held by it to during the continuance of any such default, upon the written request of the Trustee. Upon payment over , forthwith pay to the Trustee under this Section 2.04all sums so held in trust by such Paying Agent. Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of, and premium, if any, or interest on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall be paid, subject to applicable escheatment laws, to the Company or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or disbursements (including such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper selected by the Company and published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyCompany.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (Not later than 10:00 a.m., New York City time) , on each due date of the principal of and any Principal or interest on any NoteSecurities, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum money in immediately available funds sufficient to pay such principal and interest when so becoming duePrincipal or interest. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture 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, premium, if any, or Principal of and interest on the Notes, such Securities and will shall promptly notify the Trustee in writing of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment over default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee under this Section 2.04and to account for any funds disbursed. Upon doing so, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney so paid over to the Trustee. Upon If the Company or any bankruptcy of its affiliates acts as Paying Agent, it will, on or reorganization proceedings relating before each due date of any Principal of or interest on any Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to any Issuerpay such 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 shall serve in writing of its action or failure to act as Paying Agent for the Notesrequired by this Section. For the avoidance of doubt, a Paying Agent and the The Trustee shall be held harmless and have no liability obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to payments or disbursements any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to the Holders) (i) for which payment instructions require delivery of such certificates and other documentation or evidence as are not made or that are not otherwise deposited expressly required by, and to do so if and when expressly required by the respective times set forth in terms of, this Section 2.04 Indenture, and (ii) until they have confirmed receipt of funds sufficient to make examine the relevant payment. No money held by an Agent needs same to be segregated except determine substantial compliance as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance form with the rules established express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyDepositary.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. Not later than 3:00 p.m. (New York Frankfurt time) on to the Business Day immediately preceding each due date of the principal of and principal, premium, if any, or interest on any NoteNotes, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum money in immediately available funds sufficient to pay such principal and principal, premium, if any, or interest when so becoming due. The Issuers Paying Agent shall no later than two compensate the Company for the overnight use of such funds at the overnight interbank interest rate which can be reasonably obtained for overnight investment of such funds; provided always that, if any due date shall not be a Business Days prior Day, the Issuer shall make such transfer to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit account of the Holders all money held by it as Paying AgentBank on the next succeeding Business Day preceding the due date for such payment. The Issuers Company shall require each Paying Agent that is not a party to this Indenture 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 principalprincipal of, premium, if any, or interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and will that such Paying Agent shall promptly notify the Trustee of any default by the Issuers 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 Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment over default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee under this Section 2.04and to account for any funds disbursed. Upon doing so, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney so paid over to the Trustee. Upon If the Company or any bankruptcy Subsidiary of the Company or reorganization proceedings relating 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 any Issuerpay 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 shall serve of its action or failure to act as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited required by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money2.05.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (By 12:00 P.M. New York time) on , no later than one Business Day prior to each due date of the principal of and interest Payment Date on any Note, the Issuers Company shall deposit with into the Paying Agent (or if the Issuer or a Subsidiary is acting as London Paying Agent, segregate and hold for the benefit ’s account in The City of the Persons entitled thereto) New York in immediately available funds a sum sufficient to pay such principal and interest when so becoming duedue (including any amounts under Section 4.06). The Issuers Company shall no later than request that the bank through which such payment is to be made agree to supply to such Paying Agent by 12:00 P.M. (New York time) two Business Days prior to the due date on which from any such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit confirmation (by tested telex) of the Holders all money held by it as Paying Agentits intention to make such payment. The Issuers Company shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee Trustee, all money held by the such Paying Agent for the payment of principal, premium, if any, or principal and interest on the Notes, Notes and will shall notify the Trustee of any default by the Issuers Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by it. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Each payment in full of principal, Redemption Price, Additional Amounts and/or interest payable under the Notes and this Indenture in respect of any bankruptcy Note made by or reorganization proceedings relating on behalf of the Company to any Issuer, or to the Trustee shall serve as order of the Paying Agent for in the Notes. For manner specified herein or in the avoidance Notes on the date due shall be valid and effective to satisfy and discharge the obligation of doubtthe Company to make payment of principal, Redemption Price, Additional Amounts and/or interest payable hereunder and under the Notes on such date, provided, however, that the liability of any Paying Agents hereunder shall not exceed any amounts paid to it by the Company, or held by it, on behalf of the Holders hereunder; and provided further that, in the event that there is a Default by the Paying Agent and the Trustee shall be held harmless and have no liability with in any payment of principal, Redemption Price, Additional Amounts and/or interest in respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held any Note in accordance with the rules established terms hereof, the Company shall pay on demand such further amounts as will result in receipt by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook Holder of rules and guidance from time to time in relation to client moneysuch amounts as would have been received by it had no such Default occurred.

Paying Agent to Hold Money in Trust. Prior to By no later than 11:00 a.m. (a.m., New York City time, on the date on which any principal of or interest (including any Additional Interest) on each any Security is due date of the principal of and interest on any Notepayable, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and or interest (including any Additional Interest), when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principal, premium, if any, principal of or interest (including any Additional Interest) on the Notes, Securities and will shall notify the Trustee in writing of any default by the Issuers Company in making any such payment. While 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 such default continues, the Trustee time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.06, the Paying Agent (if other than the Issuer Company or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any Issuerthe Company, the Trustee shall serve as Paying Agent for the NotesSecurities. For Any money deposited with the avoidance Trustee or any Paying Agent, or then held by the Company or the Subsidiary Guarantors, in trust for the payment of doubtthe principal of or interest (including Additional Interest, if any) on the Securities and remaining unclaimed for two years after such principal or interest (including Additional Interest, if any) has become due and payable shall be paid to the Company or Subsidiary Guarantors on request, or (if then held by the Company or a Subsidiary Guarantor) shall be discharged from such trust; and the holder of Securities shall thereafter, as an unsecured general creditor, look only to the Company and the Subsidiary Guarantors, as the case may be, for payment thereof, and all liability of the Trustee or such Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such trust money, and all liability of the Company or disbursements (including Subsidiary Guarantors, as the case may be, 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 or Subsidiary Guarantors, as the case may be, cause to be published once, in any newspaper of general circulation in the borough of Manhattan, 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 or mailing, any unclaimed balance of such money then remaining will be repaid to the Holders) (i) for which payment instructions are not made Company or that are not otherwise deposited by Subsidiary Guarantors, as the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneycase may be.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York timea) on each due date of the principal of Each Paying Agent shall, and interest on any Note, the Issuers shall deposit with require each Paying Agent other than the Trustee to agree in writing that the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and shall hold in trust for the benefit of the Persons entitled thereto) Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest and Additional Interest, if any, on the Notes, and shall notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a sum sufficient Paying Agent to pay such principal and interest when so becoming dueall money held by the Paying Agent to the Trustee. The Issuers shall no later than two Business Days prior at any time may require a Paying Agent to pay all money held by it to the date on which such Trustee and to account for any funds disbursed by the Paying Agent. Upon payment is dueover to the Trustee, send to the Paying Agent (if other than an irrevocable payment instructionIssuer or a Subsidiary) shall have no further liability for the money. If the an Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any an Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a . (b) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall be held harmless and have no liability serve as Registrar or Paying Agent until the appointment of a successor in accordance with respect to payments or disbursements (including to the Holders) clause (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by lawabove. The Agents will hold all funds as banker subject Registrar or Paying Agent may resign at any time upon written notice to the terms of this Indenture Issuers and the Trustee; provided, however, that the Trustee may resign as a result, such money will not be held Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneySection 7.08.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York London time) on each due date of the principal of and interest on any Note, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuer, the Trustee Principal Paying Agent shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior 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 Applicable Issuers, payment of interest may be made by check mailed to 11:00 a.m. (Holders at their respective addresses set forth in the Register; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name or held by the Depositary shall be made by wire transfer of immediately available funds to accounts specified by the Holder prior to 10:00 a.m., New York time) , on each due date of the principal of and interest on any Note, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Applicable Issuers shall require each Paying Agent that is not a party to this Indenture other than the Trustee to agree in writing that such the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the NotesNotes of such Applicable Issuers, and will shall notify the Trustee of any default by the Applicable Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Applicable Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04Trustee, the Paying Agent (if other than the an Applicable Issuer or a Subsidiary) shall have no further liability for the money. If an Applicable Issuer or a Subsidiary acts as Paying Agent, it 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 any Issuerthe Issuers, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any NoteSecurity, the Issuers Company shall deposit with the Paying Agent (or if the Issuer Company or a permitted Wholly Owned Restricted Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such the Paying Agent shall hold in trust for the benefit of Holders Securityholders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, principal of or interest on the Notes, Securities and will shall notify the Trustee in writing of any default by the Issuers Company in making any such paymentpayment within one Business Day thereof. While any such default continuesIf the Company or a permitted Wholly Owned Restricted Subsidiary acts as Paying Agent, it shall segregate the Trustee may require a Paying Agent to pay all money held by it to the Trusteeas Paying Agent and hold it as a separate trust fund. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by the Paying Agent. Upon payment over to the Trustee under complying with this Section 2.04Section, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Any money deposited with any bankruptcy Paying Agent, or reorganization proceedings relating then held by the Company or a permitted Wholly Owned Restricted Subsidiary in trust for the payment of principal or interest on any Security and remaining unclaimed for two years after such principal and interest has become due and payable shall be paid to any Issuerthe Company at its request, or, if then held by the Trustee Company or a permitted Wholly Owned Restricted Subsidiary, shall serve be discharged from such trust; and the Securityholders shall thereafter, as general unsecured creditors, look only to the Company for payment thereof, and all liability of the Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such money, and all liability of the Company or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except such permitted Wholly Owned Restricted Subsidiary as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a resulttrustee thereof, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyshall thereupon cease.

Paying Agent to Hold Money in Trust. Prior to 11:00 By 10:00 a.m. (New York City time) on ), no later than one Business Day prior to each due date of the principal of and interest on any NotePayment Date, the Issuers Company shall deposit with the Principal Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) in immediately available funds a sum sufficient to pay such principal principal, premium, if any, and interest when so becoming duedue on such Payment Date (including any Additional Amounts). The Issuers Company shall no later than request that the bank through which such deposit is to be made agree to supply to the Principal Paying Agent by 10:00 a.m. (New York City time) two Business Days prior to the date on which such payment is due, send Payment Date an irrevocable confirmation (by tested telex) of its intention to the make such deposit. Each Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, principal of or premium, if any, or interest on the Notes, Securities and will shall notify the Trustee of any default by the Issuers Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trusteepayments. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by it. Upon payment over to the Trustee under complying with this Section 2.043.12, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Payment on the due date therefor by the Company of any bankruptcy or reorganization proceedings relating amount payable under the Securities to any Issuer, the Trustee shall serve as Principal Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established terms of the Securities and this Indenture shall satisfy the obligation of the Company to make such payment; provided, however, that the liability of the Principal Paying Agent hereunder shall not exceed any amounts paid to it by the Financial Conduct Authority Company, or held by it, on behalf of the Holders under this Indenture. Notwithstanding the preceding sentence or any other provision of this Indenture, the Company shall indemnify the Holders in the Financial Conduct Authority’s Handbook event that there is subsequent failure by the Trustee or any Paying Agent to pay any amount due in respect of rules the Securities in accordance with the Securities and guidance from time this Indenture (including, but not limited to, any failure to time pay any amount due as a result of the imposition of any present or future taxes, duties, assessments, fees or governmental charges of whatever nature (and any fines, penalties or interest related thereto) imposed or levied by or on behalf of Japan or any political subdivision or authority thereof or therein, having power to tax) as shall result in relation to client moneythe receipt by the Holders of such amounts as would have been received by them had no such failure occurred.

Paying Agent to Hold Money in Trust. Prior By no later than the Business Day prior to 11:00 a.m. (New York time) the date on each due date of the which any principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and principal, premium or interest when so becoming due. The Issuers shall no later than two Business Days prior to due in Euros and in immediately available funds or at the date on which such payment is due, send to option of the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate payment of interest and hold in a separate trust fund for Additional Interest, if any, may be made by check mailed to the benefit Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name of the Common Depositary or its nominee will be made by wire transfer in Euros of immediately available funds to the clearing systems who will then transfer such payment to the accounts specified by the Holder or Holders all money held by it as Paying Agentthereof. The Issuers Issuer shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), and will shall notify the Trustee in writing of any default by the Issuers Issuer or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuer (or any other obligor 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 Paying 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 Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds or assets disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary of the Issuer) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any the Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Note, the Issuers shall deposit with the Paying Agent (or if the The Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture 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 principalprincipal of, premiumLiquidated Damages, if any, or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes), and will the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuers Issuer (or any other obligor on the Notes) in making any such payment. While Unless the Issuer or any such default continuesSubsidiary is the Paying Agent, money held in trust by the Trustee 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 Issuer at any time may require a the Paying Agent to pay all money held by it to the Trustee. The Issuers Trustee and account for any funds disbursed and the Trustee may at any time may during the continuance of any Event of Default specified in Section 6.01(a) or (b), upon written request to the Paying Agent, require a such Paying Agent to pay forthwith all money so held by it to the TrusteeTrustee and to account for any funds disbursed. Upon payment over to the Trustee under this Section 2.04making such payment, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon If the Issuer or any bankruptcy or reorganization proceedings relating to any Issuer, Subsidiary of the Trustee shall serve Issuer acts as Paying Agent it shall, on or before each due date of the principal of or interest on the Notes, segregate and hold in trust for the Notes. For benefit of the avoidance Persons entitled thereto a sum sufficient to pay the principal, Liquidated Damages, if any, or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of doubt, a Paying Agent as herein provided and will promptly notify the Trustee shall be held harmless and have no liability with respect of its action or failure so to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyact.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. Not later than 3:00 p.m. (New York Frankfurt time) on the Business Day immediately preceding each due date of the principal of and principal, premium, if any, or interest on any NoteDebentures, except with respect to interest to be paid by the issuance of additional Debentures, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum money in immediately available funds sufficient to pay such principal and principal, premium, if any, or interest when so becoming due. The Issuers Paying Agent shall no later than two compensate the Company for the overnight use of such funds at the overnight interbank interest rate which can be reasonably obtained for overnight investment of such funds; provided always that, if any due date shall not be a Business Days prior Day, the Issuer shall make such transfer to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit account of the Holders all money held by it as Paying AgentBank on the next succeeding Business Day preceding the due date for such payment. The Issuers Company shall require each Paying Agent that is not a party to this Indenture 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 principalprincipal of, premium, if any, or interest on the NotesDebentures (whether such money has been paid to it by the Company or any other obligor on the Debentures), and will that such Paying Agent shall promptly notify the Trustee of any default by the Issuers Company (or any other obligor on the Debentures) 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 Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment over default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee under this Section 2.04and to account for any funds disbursed. Upon doing so, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney so paid over to the Trustee. Upon If the Company or any bankruptcy Subsidiary of the Company or reorganization proceedings relating 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 Debentures, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to any Issuerpay 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 shall serve of its action or failure to act as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited required by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money2.05.

Paying Agent to Hold Money in Trust. Prior to By no later than 11:00 a.m. (a.m., New York City time) , on each due the date of the on which any principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or and the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), and will shall promptly notify the Trustee in writing of any default by the Issuers Issuer or any Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Issuer (or any other obligor 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 Paying Agent for payment in respect of the Notes together with a full accounting thereof. If any of 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 Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds or assets disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a SubsidiarySubsidiary of the Issuer) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any the Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (3:00 p.m., New York City time) , on the Business Day immediately preceding each due date of the principal of and interest on any NoteNotes, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agentmoney in immediately available funds sufficient to pay such principal and interest so becoming due, segregate and hold such sum to be held in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal or interest, if any, and interest when (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of such action or any failure so becoming dueto act. The Issuers shall no later Issuer will cause each Paying Agent other than two Business Days prior the Trustee to execute and deliver to the date on Trustee an instrument in which such payment is duePaying Agent shall agree with the Trustee, send subject to the provisions of this Section 2.04, that such Paying Agent an irrevocable will: (a) hold all sums held by it for the payment instruction. If of the Issuer principal of or a Subsidiary acts as Paying Agent, it shall segregate and hold interest on Notes in a separate trust fund for the benefit of the Holders all money held by it Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or herein provided; (b) give the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee notice of any default by the Issuers Issuer (or any other obligor upon the Notes) in the making of any payment of principal or interest, if any; (c) at any time during the continuance of any such payment. While any such default continuesdefault, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all respects with the provisions of this Indenture relating to the duties, rights and obligations of such Paying Agent. The Issuer may require a at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any Paying Agent to pay pay, to the Trustee all money sums held in trust by the Issuer or such Paying Agent, such sums to be held by it the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee. The Issuers at any time may require a , such Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no released from all further liability with respect to payments such money. Any money deposited with the Trustee or disbursements (including any Paying Agent and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Holders) (i) Issuer at the request of the Issuer; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for which payment instructions are not made thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease, provided that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient Trustee or such Paying Agent, before being required to make any such repayment, shall at the relevant payment. No money held by an Agent needs expense of the Issuer cause notice to be segregated except as is required by law. The Agents promptly sent to each Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification, any unclaimed balance of such money then remaining will hold all funds as banker subject be repaid to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyIssuer.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York London time) on each due date of the principal of and interest on any Note, the Issuers Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers Issuer shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Issuer shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers 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 Issuers Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to any the Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (By 10:00 A.M. New York timetime no later than one (1) on Business Day prior to each due date of the principal of and interest Payment Date on any Note, the Issuers Issuer shall deposit with the Principal Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) in immediately available funds a sum sufficient to pay such principal and interest when so becoming duedue (including any Additional Interest). The Issuers Issuer shall no later than request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. (New York time) two (2) Business Days prior to the due date on which from any such payment is due, send and confirmation (by facsimile) of its intention to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agentmake such payment. The Issuers Issuer shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee Trustee, all money held by the such Paying Agent for the payment of principal, premium, if any, or principal and interest on the Notes, Notes and will shall notify the Trustee of any default by the Issuers 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 Issuers Issuer at any time may require a Paying Agent to pay all money held by it to the TrusteePrincipal Paying Agent and to account for any funds disbursed by it. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Each payment in full of principal, redemption amount, Additional Interest or interest payable under the Notes and this Indenture in respect of any bankruptcy Note made by or reorganization proceedings relating on behalf of the Issuer or a Guarantor to any Issuer, or to the order of the Trustee in the manner specified herein or in the Notes on the date due shall serve be valid and effective to satisfy and discharge the obligation of the Issuer or such Guarantor, as Paying Agent for the Notes. For case may be, to make payment of principal, redemption amount, Additional Interest or interest payable hereunder and under the avoidance Notes on such date, provided, however, that the liability of doubt, a Paying Agent and the Trustee hereunder shall be held harmless and have no liability with respect not exceed any amounts paid to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited it by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make Issuer or such Guarantor, as the relevant payment. No money case may be, or held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to it, on behalf of the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyHolders hereunder.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (By 10:00 A.M. New York time) on , no later than one Business Day prior to each due date of the principal of and interest Payment Date on any Note, the Issuers Company shall deposit with the Principal Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) in immediately available funds a sum sufficient to pay such principal and interest when so becoming duedue (including any amounts under Section 4.06). The Issuers Company shall no later than request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. (New York time) two Business Days prior to the due date on which from any such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit confirmation (by tested telex) of the Holders all money held by it as Paying Agentits intention to make such payment. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee, X.X. Xxxxxx Trust Bank Ltd. and X.X. Xxxxxx Bank Luxembourg S.A.) to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee Trustee, all money held by the such Paying Agent for the payment of principal, premium, if any, or principal and interest on the Notes, Notes and will shall notify the Trustee of any default by the Issuers Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by it. Upon payment over to the Trustee under complying with this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Each payment in full of principal, redemption amount, additional amounts and/or interest payable under the Notes and this Indenture in respect of any bankruptcy Note made by or reorganization proceedings relating on behalf of the Company to any Issuer, or to the Trustee shall serve as order of the Principal Paying Agent for in the Notes. For manner specified herein or in the avoidance Notes on the date due shall be valid and effective to satisfy and discharge the obligation of doubtthe Company to make payment of principal, a redemption amount, additional amounts and/or interest payable hereunder and under the Notes on such date, provided, however, that the liability of the Principal Paying Agent and the Trustee hereunder shall be held harmless and have no liability with respect not exceed any amounts paid to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited it by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money Company, or held by an it, on behalf of the Holders hereunder; and provided further that, in the event that there is a default by the Principal Paying Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms in any payment of this Indenture and as a resultprincipal, such money will not be held redemption amount, additional amounts and/or interest in respect of any Note in accordance with the rules established terms hereof, the Company shall pay on demand such further amounts as will result in receipt by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook Holder of rules and guidance from time to time in relation to client moneysuch amounts as would have been received by it had no such default occurred.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on The Issuer will require each due date of the principal of and interest on any Note, the Issuers shall deposit with the Paying Agent (other than the Trustee or if an Affiliate of the Issuer or Trustee) not a Subsidiary is acting as party to this Indenture to agree in writing that such Paying Agent, segregate and Agent will hold for the benefit of Holders or the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to Trustee all money held by the Paying Agent an irrevocable for the payment instructionof principal of, premium or Additional Amounts, if any, or interest on, the Notes, and will notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or any of its Subsidiaries) will have no further liability for the money delivered to the Trustee. If the Issuer or a Subsidiary any of its Subsidiaries acts as Paying Agent, it shall will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any insolvency, bankruptcy or reorganization proceedings relating to any Issuerthe Issuer or such Subsidiary (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally), the Trustee shall or an entity designated by it may serve as Paying Agent for the Notes. For the avoidance of doubt, a the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to be made by the Holders) Paying Agent and the Trustee (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 2.04; and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment; provided that to the extent that the Paying Agent or the Trustee has made a payment for which it did not receive in advance the full amount, the Issuer, failing which the Guarantors, will reimburse the Paying Agent or the Trustee, as applicable, the full amount of any shortfall. No money held by an Agent needs to be segregated except as If any payment is required by law. The Agents will hold all funds as banker subject to made late but otherwise in accordance with the terms of this Indenture and Indenture, the Agents shall nevertheless act as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyAgents.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (By 10:00 A.M. New York time) , no later than one Business Day prior to each Payment Date on each due date any Bond, the Company or any of the principal of and interest on any Note, the Issuers Guarantors shall deposit with the Principal Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) in immediately available funds a sum sufficient to pay such principal and interest when so becoming duedue (including any amounts under Section 4.7). The Issuers Company or any of the Guarantors shall no later than request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00 A. M. (New York time) two Business Days prior to the due date on which for any such payment is due, send to the Paying Agent an irrevocable payment instructionconfirmation of its intention to make such payment. If the Issuer The Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit any of the Holders all money held by it as Paying Agent. The Issuers Guarantors shall require each Paying Agent that is not a party to this Indenture (other than the Trustee and the Luxembourg Paying Agent) to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders or the Trustee Trustee, all money held by the such Paying Agent for the payment of principal, premium, if any, or principal and interest on the Notes, Bonds and will shall notify the Trustee of any default by the Issuers Company or any of the Guarantors in making any such payment. While The Company or any such default continues, of the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers Guarantors at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by it. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Payment on the due date therefor by the Company or any bankruptcy or reorganization proceedings relating of the Guarantors of any amount payable under the Bonds to any Issuer, the Trustee shall serve as Principal Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established terms of the Bonds and this Indenture shall satisfy the obligation of the Company or any of the Guarantors to make such payment; provided, however, that the liability of the Principal Paying Agent hereunder shall not exceed any amounts paid to it by the Financial Conduct Authority Company or any of the Guarantors, or held by it, on behalf of the Holders under this Indenture. Notwithstanding the preceding sentence, the Company and each of the Guarantors shall indemnify the Holders in the Financial Conduct Authority’s Handbook event that there is subsequent failure by the Trustee or any Paying Agent to pay any amount due in respect of rules the Bonds in accordance with the Bonds and guidance from time to time this Indenture as shall result in relation to client moneythe receipt by the Holders of such amounts as would have been received by them had no such failure occurred.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. Not later than 3:00 p.m. (New York Frankfurt time) on the Business Day immediately preceding each due date of the principal of and principal, premium, if any, or interest on any NoteNotes, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum money in immediately available funds sufficient to pay such principal and principal, premium, if any, or interest when so becoming due. The Issuers Paying Agent shall no later than two compensate the Company for the overnight use of such funds at the overnight interbank interest rate which can be reasonably obtained for overnight investment of such funds; provided always that, if any due date shall not be a Business Days prior Day, the Issuer shall make such transfer to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit account of the Holders all money held by it as Paying AgentBank on the next succeeding Business Day preceding the due date for such payment. The Issuers Company shall require each Paying Agent that is not a party to this Indenture 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 principalprincipal of, premium, if any, or interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and will that such Paying Agent shall promptly notify the Trustee of any default by the Issuers 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 Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment over default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee under this Section 2.04and to account for any funds disbursed. Upon doing so, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney so paid over to the Trustee. Upon If the Company or any bankruptcy Subsidiary of the Company or reorganization proceedings relating 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 any Issuerpay 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 shall serve of its action or failure to act as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited required by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money2.05.

Paying Agent to Hold Money in Trust. Prior to By no later than 11:00 a.m. (New York Eastern time) on each due the date of the on which any principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. The Issuers shall no later than two Business Days prior ; provided that to the date on which extent such payment deposit is due, send to received by the Paying Agent an irrevocable payment instruction. If after 11:00 a.m. (Eastern time), on any such due date, such deposit will be deemed deposited on the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agentnext Business Day. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Company or other obligors on the Notes), and will shall notify the Trustee in writing of any default by the Issuers Company or any Guarantor in making any such paymentpayment and shall during the continuance of any default by the Company (or any other obligor 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 Paying Agent for payment in respect of the Notes together with a full accounting thereof. 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 Trustee and 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 to account for any funds or assets disbursed by such Paying Agent. Upon complying 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 delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Notes. While any such default Default continues, the Trustee may require a Paying Agent to pay to the Trustee all money held by it to in trust for the benefit of the Holders or the Trustee. The Issuers Company at any time may require a Paying Agent to pay all money held by it in trust for the benefit of the Holders or the Trustee to the Trustee. Upon payment over to the Trustee under this Section 2.04Trustee, the Paying Agent (if other than the Issuer Company or a Subsidiaryany of its Subsidiaries) shall have no further liability for the such money. Upon the occurrence of any bankruptcy or reorganization proceedings relating to any Issuerof the events specified in Section 6.1(a), the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any NoteSecurity, the Issuers Company shall deposit with the Paying Agent (or if the Issuer Company or a Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such the Paying Agent shall hold in trust for the benefit of Holders Securityholders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, principal of or interest on the Notes, Securities and will shall notify the Trustee of any default by the Issuers Company in making any such payment. While any such default continuesIf the Company or a Subsidiary acts as Paying Agent, it shall segregate the Trustee may require a Paying Agent to pay all money held by it to the Trusteeas Paying Agent and hold it as a separate trust fund. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by the Paying Agent. Upon payment over to the Trustee under complying with this Section 2.04Section, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Any money deposited with any bankruptcy Paying Agent, or reorganization proceedings relating then held by the Company or a Subsidiary in trust for the payment of principal or interest on any Security and remaining unclaimed for two years after such principal and interest has become due and payable shall be paid to any Issuerthe Company at its request, or, if then held by the Trustee Company or a Subsidiary, shall serve be discharged from such trust; and the Securityholders shall thereafter, as unsecured general creditors, look only to the Company for payment thereof, and all liability of the Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such money, and all liability of the Company or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except such Subsidiary as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a resulttrustee thereof, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyshall thereupon cease.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Note, the Issuers shall deposit with the Each Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and shall hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders Noteholders or the Trustee all money or Notes held by the Paying Agent for the payment of principal, premium, if any, principal of or interest on the Notes (whether such money has been paid to it or Notes have been delivered to it by the Company or any other obligor on the Notes), and will shall notify the Trustee of any default by the Issuers 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 Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any payment over default under Section 6.01(a), upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee under this Section 2.04, and to account for any funds distributed. Upon doing so the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon If the Company shall at any bankruptcy time act as its own Paying Agent, it will, on or reorganization proceedings relating before each due date of the Notes, hold in irrevocable trust for the benefit of the Persons entitled thereto a sum, sufficient to any Issuerpay the principal and accrued Original Issue Discount so becoming due until such sums shall be paid or issued to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee shall serve as Paying Agent of such action or any failure so to act. The Company will, one (1) Business Day prior to each due date for the payment of the principal and accrued Original Issue Discount on any Notes. For the avoidance of doubt, deposit with a Paying Agent a sum in same day funds, sufficient to pay the principal and accrued Original Issue Discount so becoming due, such sum to be held in irrevocable trust for the benefit of the Persons entitled to such principal and accrued Original Issue Discount and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 2.05, that such Paying Agent will: (a) hold all sums received by it as such agent for the payment of the principal and accrued Original Issue Discount 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; (b) promptly give the Trustee notice of any failure by the Company to make any payment of the principal of, or accrued interest on, the Notes when the same shall be due and payable; and (c) at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held harmless in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and have no discharge of this Indenture or for any other purpose, pay, or 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 payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No such money held by an Agent needs it as Paying Agent. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal and accrued Original Issue Discount on any Note and remaining unclaimed for two (2) years after such principal and accrued Original Issue Discount has become due and payable shall be paid to the Company on its request, or (if then held by the Company) shall be segregated except as is discharged from such trust, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law. The Agents will hold all funds , and the Holder of such Note shall thereafter, as banker subject an unsecured general creditor, look only to the terms Company for payment thereof, and all liability of this Indenture the Trustee or such Paying Agent with regard to such money, and all liability of the Company as a resulttrustee thereof, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyshall thereupon cease.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any NoteSecurity, the Issuers Company shall deposit with the Paying Agent (or if the Issuer Company or a permitted Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such the Paying Agent shall hold in trust for the benefit of Holders Securityholders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, principal of or interest on the Notes, Securities and will shall notify the Trustee of any default by the Issuers Company in making any such payment. While any such default continuesIf the Company or a permitted Wholly Owned Subsidiary acts as Paying Agent, it shall segregate the Trustee may require a Paying Agent to pay all money held by it to the Trusteeas Paying Agent and hold it as a separate trust fund. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by the Paying Agent. Upon payment over to the Trustee under complying with this Section 2.04Section, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Any money deposited with any bankruptcy Paying Agent, or reorganization proceedings relating then held by the Company or a permitted Wholly Owned Subsidiary in trust for the payment of principal or interest on any Security and remaining unclaimed for two years after such principal and interest has become due and payable shall be paid to any Issuerthe Company at its request, or, if then held by the Trustee Company or a permitted Wholly Owned Subsidiary, shall serve be discharged from such trust; and the Securityholders shall thereafter, as unsecured general creditors, look only to the Company for payment thereof, and all liability of the Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such money, and all liability of the Company or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except such permitted Wholly Owned Subsidiary as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a resulttrustee thereof, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyshall thereupon cease.

Paying Agent to Hold Money in Trust. Prior Unless otherwise specified herein, prior to 11:00 a.m. (10:00 a.m., New York City time) , on each due date of the payment of principal of and of, or interest (including Special Interest), if any, on any NoteSecurities, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and or interest when (including Special Interest), if any, so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such A Paying Agent shall hold in trust for the benefit of Holders of Securities or the Trustee all money held by the Paying Agent for the payment of principalprincipal of, premiumor interest (including Special Interest), if any, or interest on on, the NotesSecurities, and will shall notify the Trustee of any default failure by the Issuers in making Company (or any other obligor on the Securities) to make any such payment. While 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 (including Special Interest), if any, on, any such default continuesSecurities, segregate the Trustee may require money and hold it as a Paying Agent to pay all money held by it to separate trust fund for the Trusteebenefit of Holders. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over , and the Trustee may at any time during the continuance of any Default, upon written request to a Paying Agent, require such Paying Agent to pay forthwith to the Trustee under this Section 2.04all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the moneymoney so paid to the Trustee. Upon Subject to applicable abandoned property law, any bankruptcy or reorganization proceedings relating to any Issuer, 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 interest (including Special Interest), if any, on any Security and remaining unclaimed for two years after such principal or interest (including Special Interest), if any, has become due and payable shall serve promptly be paid to the Company or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or disbursements (including such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will promptly be repaid to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyCompany.

Paying Agent to Hold Money in Trust. Prior to By no later than 11:00 a.m. (New York City time) on each due the date of the on which any principal of and of, premium, if any, or interest on any NoteSecurity is due and payable, the Issuers Company shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders Securityholders or the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the NotesSecurities (whether such assets have been distributed to it by the Company or other obligors on the Securities), and will shall notify the Trustee in writing of any default by the Issuers Company or any Subsidiary Guarantor in making any such payment. While payment and shall during the continuance of any such default continuesby the Company (or any other obligor upon the Securities) 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 Paying 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 at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds or assets disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer Company or a SubsidiaryRestricted Subsidiary of the Company) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any Issuerthe Company, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneySecurities.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. Not later than 10:00 am (New York Eastern time) on each due date of the principal of principal, premium, if any, and interest on any NoteNotes, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum money in immediately available funds sufficient to pay such principal principal, premium, if any, and interest when so becoming due. The Issuers shall no later than two Business Days prior to due on the due date on which such for payment is due, send to under the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying AgentNotes. The Issuers shall require each Paying Agent that is not a party to this Indenture 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 principalprincipal of, premium, if any, or and interest on the Notes (whether such money has been paid to it by the Issuers or any other obligor on the Notes), and will such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuers (or any other obligor on the Notes) in making any such payment. While any such default continues, Money held in trust by the Trustee may require a Paying Agent to pay all 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 held received by it to the Trusteehereunder. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment over default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee under this Section 2.04and to account for any funds disbursed. Upon doing so, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney so paid over to the Trustee. Upon If the Issuers or any bankruptcy Affiliate of the Issuers acts as Paying Agent, it will, on or reorganization proceedings relating before each due date of any principal, 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 any Issuerpay 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 shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect its action or failure to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyact.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Series A Note, the Note Issuers shall deposit with the Paying Agent (or if the a Note Issuer or a domestically organized Wholly-Owned Restricted Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Note Issuers shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, principal of or interest on the Notes, Series A Notes and will shall notify the Trustee of any default by the Note Issuers in making any such payment. While any such default continues, if a Note Issuer or a domestically organized Wholly-Owned Restricted Subsidiary acts as Paying Agent, it shall segregate the Trustee may require a Paying Agent to pay all money held by it to the Trusteeas Paying Agent and hold it as a separate trust fund. The Note Issuers at any time may require a Paying Agent to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by the Paying Agent. Upon payment over to the Trustee under complying with this Section 2.04Section, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney delivered to the Trustee. Upon Any money deposited with any bankruptcy Paying Agent, or reorganization proceedings relating then held by a Note Issuer or a domestically organized Wholly-Owned Restricted Subsidiary in trust for the payment of principal or interest on any Series A Note and remaining unclaimed for two years after such principal and interest has become due and payable shall, subject to any Issuerthe requirements of applicable escheat laws, be paid to Iridium at its request, or, if then held by a Note Issuer or such a Subsidiary, shall be discharged from such trust; and the Trustee Holders shall serve thereafter, as unsecured general creditors, look only to the Note Issuers for payment thereof, and all liability of the Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyshall thereupon cease.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on The Company shall require each due date of the principal of and interest on any Note, the Issuers shall deposit with the Paying Agent (other than the Trustee or if any other Paying Agent appointed as of the Issuer or a Subsidiary is acting as date hereof pursuant to this Indenture) to agree that such Paying AgentAgent shall hold in trust, segregate and hold for the benefit of Holders or the Persons entitled thereto) a sum sufficient to pay Trustee, all money held by such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable for the payment instructionof principal of or interest on the Notes (whether such money has been distributed to it by the Company or any other obligor under the Notes) in accordance with the terms of this Indenture and shall notify the Trustee in writing of any Default by the Company (or any other obligor under the Notes) in making any such payment. If the Issuer Company or a Subsidiary an Affiliate of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying AgentAgent and hold it as a separate trust fund. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of Company at any default by the Issuers in making any such payment. While any such default continues, the Trustee time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at Trustee and to account for any time may require a funds disbursed by such Paying Agent to pay all money held by it to the TrusteeAgent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy proceeding under any Bankruptcy Law with respect to the Company or reorganization proceedings relating to any IssuerAffiliate of the Company, if the Company or such Affiliate is then acting as Paying Agent, the Trustee shall serve replace the Company or such Affiliate as Paying Agent for Agent. The receipt by the Notes. For the avoidance of doubt, a Paying Agent and or the Trustee from the Company of each payment of principal, interest and/or other amounts due in respect of the Notes in the manner specified herein and on the date on which such amount of principal, interest and/or other amounts are then due, shall be held harmless satisfy the obligations of the Company herein and have no liability with respect under the Notes to payments or disbursements (including make such payment to the Holders) (i) for which payment instructions are Holders on the due date thereof; provided, however, that the liability of any Paying Agent hereunder shall not made or that are not otherwise deposited exceed any amounts paid to it by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money Company, or held by an Agent needs to be segregated except as is required by lawit, on behalf of the Holders under this Indenture. The Agents will hold all funds as banker subject to Notwithstanding the terms preceding sentence or any other provision of this Indenture and as a resultto the contrary, such money will not be held the Company shall indemnify the Holders in the event that there is subsequent failure by the Trustee or any Paying Agent to pay any amount due in respect of the Notes in accordance with the rules established Notes and this Indenture as shall result in the receipt by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook Holders of rules and guidance from time to time in relation to client moneysuch amounts as would have been received by them had no such failure occurred.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on Not later than each due date of the principal of principal, premium, if any, and interest on any NoteNotes, the Issuers FelCor LP shall deposit with the Paying Agent (or money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due; provided that if the Issuer or a Subsidiary Trustee is acting then serving as Paying Agent, segregate and hold for FelCor LP agrees to use its best efforts to deposit or otherwise transfer such funds to the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall Trustee by no later than two Business Days prior to 11:00 a.m., Atlanta, Georgia time on the date on which such payment is due, send to the Paying Agent an irrevocable payment instructionapplicable due date. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers FelCor LP shall require each Paying Agent that is not a party to this Indenture 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 principalprincipal of, premium, if any, or and interest on the Notes (whether such money has been paid to it by FelCor LP or any other obligor on the Notes), and will such Paying Agent shall promptly notify the Trustee of any default by FelCor LP (or any other obligor on the Issuers 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 Issuers FelCor LP at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment over default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee under this Section 2.04and to account for any funds disbursed. Upon doing so, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the moneymoney so paid over to the Trustee. Upon If FelCor, FelCor LP or any bankruptcy Subsidiary of FelCor or reorganization proceedings relating FelCor LP 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 any Issuerpay 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 shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect its action or failure to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyact.

Paying Agent to Hold Money in Trust. Prior On or prior to 11:00 a.m. (New York time) on each due date of the principal of and or interest on any NoteSecurities, the Issuers Company shall promptly deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and or interest when so becoming due. The Issuers shall no later than two Business Days prior Subject to the date on which such payment is dueSection 5.07, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders Securityholders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, principal of or interest on the NotesSecurities, and will shall notify the Trustee of any default by the Issuers Company (or any other obligor on the Securities) in making any such payment. While If the Company or an Affiliate of the Company acts as Paying Agent, it shall on or before each due date of the principal of or interest on any Securities segregate and hold as a separate trust fund for the benefit of the persons entitled thereto a sum in same day funds sufficient to pay the principal or interest so becoming due until such default continuessums shall be paid to such persons, and the Company shall promptly notify the Trustee may require a Paying Agent of such action or any failure to pay all money held by it to the Trusteeso act. The Issuers Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over Trustee and the Trustee may at any time during the continuance of any default, upon written request to a Paying Agent, require such Paying Agent to forthwith pay to the Trustee under this Section 2.04all sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the money. Upon any bankruptcy Whenever the Company shall have one or reorganization proceedings relating to any Issuer, the Trustee shall serve as more Paying Agent Agents for the Notes. For Securities, it will, on or before each due date of the avoidance principal of doubtor interest on, any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay 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 will promptly notify the Trustee of such action or any failure so to act. The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of or interest on Securities in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as herein provided; (2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities) in the making of any payment of principal 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 harmless in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and have no discharge of this Indenture or for any other purposes, pay, or 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 payments such money. Any money deposited with the Trustee or disbursements (including 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 be paid to the Holders) Company upon the Company’s request, or (i) for which payment instructions are not made or that are not otherwise deposited if then held by the respective times set forth in this Section 2.04 Company) shall be discharged from such trust; and (ii) until they have confirmed receipt the Holder of funds sufficient such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the relevant payment. No money held by an Agent needs expense of the Company cause to be segregated except as is required by law. The Agents published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will hold all funds as banker subject be repaid to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client moneyCompany.

Paying Agent to Hold Money in Trust. Prior to By no later than 11:00 a.m. (New York City time) on each due the date of the on which any principal of and of, premium, if any, or interest on any NoteNote is due and payable, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or and the Trustee all money held by the such Paying Agent for the payment of principalprincipal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuers or other obligors on the Notes), and will shall notify the Trustee in writing of any default by the Issuers or any Guarantor in making any such paymentpayment and shall during the continuance of any default by the Issuers (or any other obligor 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 Paying Agent for payment in respect of the Notes together with a full accounting thereof. While any such default continuesIf the Issuer, the Trustee may require Co-Issuer or a Subsidiary of the Issuer or Co-Issuer acts as Paying Agent to pay all Agent, it shall segregate the money held by it to the Trusteeas Paying Agent and hold it as a separate trust fund. The Issuers at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the TrusteeTrustee and to account for any funds or assets disbursed by such Paying Agent. Upon payment over to the Trustee under complying with this Section 2.042.4, the Paying Agent (if other than the Issuer Issuers or a SubsidiarySubsidiary of the Issuer) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy bankruptcy, reorganization or reorganization proceedings relating similar proceeding with respect to any the Issuer and/or the Co-Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) (i) for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law. The Agents will hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money.

Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Note, the Issuers shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall no later than two Business Days prior to the date on which such payment is due, send to the Paying Agent an irrevocable payment instruction. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuers Company shall require each Paying Agent that is not a party to this Indenture (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust separate and apart from, and not commingle with any other properties, for the benefit of Holders or the Trustee all money held by the such Paying Agent for the payment of principal, premium, if any, principal of or interest on the Notes (whether such money has been distributed to it by the Company or any other obligor of the Notes, ) in accordance with the terms of this Indenture and will shall notify the Trustee in writing of any default Default by the Issuers Company or any Subsidiary Guarantor (or any other obligor on the Notes) in making any such payment. While If the Company or an Affiliate of the Company or any such default continuesSubsidiary Guarantor acts as Paying Agent, it shall segregate the Trustee 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 (other than the Trustee) to pay all money held by it to the TrusteeTrustee and to account for any funds disbursed by such Paying Agent. The Issuers Paying Agent shall not hold any money under this Indenture in the British Virgin Islands, nor will the Paying Agent under this Indenture be a British Virgin Islands entity at any time may require a Paying Agent to pay all money held by it to the Trusteetime. Upon payment over to the Trustee under complying with this Section 2.04‎Section 2.4, the Paying Agent (if other than the Issuer or a SubsidiaryCompany) shall have no further liability for the moneymoney delivered to the Trustee. Upon any bankruptcy proceeding under any Bankruptcy Law with respect to the Company or reorganization proceedings relating to any IssuerAffiliate of the Company or any Subsidiary Guarantor, if the Company, a Subsidiary Guarantor or such Affiliate, is then acting as Paying Agent, the Trustee shall serve replace the Company, such Subsidiary Guarantor or such Affiliate as Paying Agent for Agent. The receipt by the Notes. For the avoidance of doubt, a Paying Agent and or the Trustee from the Company of each payment of principal, interest and/or other amounts due in respect of the Notes in the manner specified herein and on the date on which such amount of principal, interest and/or other amounts are then due, shall be held harmless satisfy the obligations of the Company herein and have no liability with respect under the Notes to payments or disbursements (including make such payment to the Holders) (i) for which payment instructions are Holders on the due date thereof; provided, however, that the liability of any Paying Agent hereunder shall not made or that are not otherwise deposited exceed any amounts paid to it by the respective times set forth in this Section 2.04 and (ii) until they have confirmed receipt of funds sufficient to make the relevant payment. No money Company, or held by an Agent needs to be segregated except as is required by lawit, on behalf of the Holders under this Indenture. The Agents will hold all funds as banker subject to Notwithstanding the terms preceding sentence or any other provision of this Indenture and as a resultto the contrary, such money will not be held the Company shall indemnify the Holders in the event that there is subsequent failure by the Trustee or any Paying Agent to pay any amount due in respect of the Notes in accordance with the rules established Notes and this Indenture as shall result in the receipt by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook Holders of rules and guidance from time to time in relation to client moneysuch amounts as would have been received by them had no such failure occurred.