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

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On Prior to or prior to on each due date of the principal or of and interest on any NotesSecurity, the Issuer shall deposit with the each Paying Agent (or if the Issuer or a 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. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Securities, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Wholly Owned Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderPersons entitled thereto. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to No later than 10:00 a.m. New York time on each due date of the principal or of, interest and premium (if any) on any NotesNote, the Issuer Issuers shall deposit with the Paying Agent (or if either Issuer or a Restricted Subsidiary of either Issuer 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 principal, interest and interest premium (if any) when so becoming duedue and subject to receipt of such monies, the Paying Agent shall make payment on the Notes in accordance with this Indenture. Each The Issuers shall require each Paying Agent to agree in writing (and each Paying Agent party to this Indenture agrees) that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or principal, interest and premium or interest (if any) on the Notes Notes, but such Paying Agent may use such monies as banker in the ordinary course of business without accounting for profits (whether such money has been paid to it by other than in the Issuer or any other obligor on the Notes or the Guarantors)case of Article 8), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) Issuers in making any such payment. If the either Issuer or a Restricted Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Issuers at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentcomplying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and Trustee for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.05.

Paying Agent to Hold Money in Trust. On or prior to before each due date of the principal or of, premium if any, and interest on any Senior Notes, the Issuer Company shall deposit with the Paying Agent a sum sufficient to pay such principal principal, premium if any, and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Senior Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsSenior Notes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company or any Guarantor (or any other obligor on the Senior Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed Trustee, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(16.1(1) or (2), upon written request to the a Paying Agent, require such Paying Agent to forthwith pay forthwith all money so held by it to the Trustee and to account for any funds disbursed all sums so held in trust by the such Paying AgentAgent together with a complete accounting of such sums. Upon making such paymentdoing so, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due By no later than 11:00 a.m. (New York City time) on the date of the principal on which any principal, premium, if any, or interest on any NotesNote is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and principal, premium, if any, or interest when so becoming due. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders Noteholders or the Trustee all money held by the such Paying Agent for the payment of principal of or premium of, premium, 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 or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer in making any such payment and shall, during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes. If the Issuer or a Subsidiary any of the Issuer serves 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. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the 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 Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent appointed pursuant to Section 4.02 shall hold in trust for the benefit of the Holders or the Trustee Persons entitled thereto, without interest, all money held by the such Paying Agent for the payment of principal of or premium or and interest on the Notes Securities (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsSecurities), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default Default by the Issuer Company (or any other obligor on the NotesSecurities) in making any such payment. If the Issuer Company or a Subsidiary of the Issuer serves Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)payment Default, upon written request to the a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such paymentpayment of all funds held by it to the Trustee, the Paying Agent shall have no further liability for the money delivered such money. As provided in Section 6.04 hereof, in any bankruptcy, insolvency, reorganization or other similar proceeding relative to the TrusteeCompany or any other obligor on the Securities, the Trustee shall serve as Paying Agent for the Securities; provided that the foregoing shall not relieve the Company of its obligations under Section 4.02.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or of and interest on any NotesNote, the Issuer Issuers shall deposit with the each Paying Agent (or if Holdings or a Wholly Owned Subsidiary of Holdings 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. Each The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) Issuers in making any such payment. If the Issuer Holdings or a Wholly Owned Subsidiary of the Issuer serves Holdings acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderPersons entitled thereto. The Issuer Issuers at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.05, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or of and interest on any NotesNote, the Issuer shall deposit with the each Paying Agent (or if the Issuer or a Wholly Owned Subsidiary of the Issuer 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. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Wholly Owned Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderPersons entitled thereto. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.05, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to The Issuer shall, by no later than 12:00 noon (New York City time) on each due date for the payment of the principal or principal, premium, if any, and interest on any of the Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal amount, such sum to be held in trust for the Holders entitled to the same, and interest when the Issuer shall promptly notify the Trustee in writing (which notice may be electronic) of its action or failure so becoming dueto act. Each The Issuer shall require the Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the such Paying Agent for the payment of principal of or premium or principal, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing (which notice may be electronic) of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If While any such default continues, the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time Trustee may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may Trustee. The Issuer at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, may require such a Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentpayment over to the Trustee, the and upon accounting for any funds disbursed, a Paying Agent shall have no further liability for the money. If the Issuer or a Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money delivered held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the TrusteeIssuer, the Trustee shall serve as Paying Agent.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium of, premium, if any, or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsNotes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold such money in a separate trust fund. The Issuer Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed disbursed, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)) hereof, upon written request to the Paying Agent, require such the Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or Not later than 12:00 noon (New York Time) one Business Day prior to each due date of the principal or and interest on any Notes, the Issuer Company shall deposit with the Paying Agent a sum money in immediately available funds sufficient to pay such principal and interest when so becoming duedue on the due date for payment under the Notes. Each The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsNotes), and the Issuer and the such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the any Paying Agent need not be segregated except as required by law and in no event shall the any Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed disbursed, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)payment default, upon written request to the a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such paymentdoing so, the Paying Agent shall have no further liability for the money delivered so paid over to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes Securities (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsSecurities), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the NotesSecurities) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof 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 Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such the Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to No later than 10:00 a.m. New York time on each due date of the principal or of, interest and premium (if any) on any NotesNote, the Issuer Issuers shall deposit with the Paying Agent (or if any Issuer 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 principal, interest and interest premium (if any) when so becoming duedue and subject to receipt of such monies, the Paying Agent shall make payment on the Notes in accordance with this Indenture. Each The Issuers shall require each Paying Agent to agree in writing (and each Paying Agent party to this Indenture agrees) that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or principal, interest and premium or interest (if any) on the Notes Notes, but such Paying Agent may use such monies as banker in the ordinary course of business without accounting for profits (whether such money has been paid to it by other than in the Issuer or any other obligor on the Notes or the Guarantors)case of Article 8), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) Issuers in making any such payment. If the any Issuer or a Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Issuers at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentcomplying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and Trustee for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.05.

Paying Agent to Hold Money in Trust. On or prior to before each due date of the principal or and interest on any Notes, the Issuer Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsNotes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee Trustee, may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)Payment Default, upon written request to the a Paying Agent, require such Paying Agent to forthwith pay forthwith all money so held by it to the Trustee and to account for any funds disbursed all sums so held in trust by the such Paying AgentAgent together with a complete accounting of such sums. Upon making such paymentdoing so, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or of and interest on any NotesNote, the Issuer shall deposit with the each Paying Agent (or if the Issuer or a 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. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Wholly Owned Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderPersons entitled thereto. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium of, premium, if any, Additional Interest, if any, or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsNotes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold such money in a separate trust fund. The Issuer Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed disbursed, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)) hereof, upon written request to the Paying Agent, require such the Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the Guarantors), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof 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 Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the GuarantorsNotes), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Issuer or an Affiliate thereof 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 the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(16.01(i) or (2ii), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to before each due date of the principal of, premium if any, interest or interest Additional Amounts, if any, on any Senior Notes, the Issuer Issuers shall deposit with the Paying Agent a sum sufficient to pay such principal and principal, premium if any, or interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium interest or interest Additional Amounts, if any, on the Senior Notes (whether such money has been paid to it by the Issuer Issuers or any other obligor on the Notes or the GuarantorsSenior Notes), and the Issuer Issuers and the Paying Agent shall notify the Trustee in writing of any default by either of the Issuer Issuers or any Guarantor (or any other obligor on the Senior Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Issuers at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed Trustee, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(16.1(1) or (2), upon written request to the a Paying Agent, require such Paying Agent to forthwith pay forthwith all money so held by it to the Trustee and to account for any funds disbursed all sums so held in trust by the such Paying AgentAgent together with a complete accounting of such sums. Upon making such paymentdoing so, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or Not later than 11:00 a.m. (New York Time) one Business Day prior to each due date of the principal or and interest on any Notes, the Issuer shall deposit with the Paying Agent a sum money in immediately available funds sufficient to pay such principal and interest when so becoming duedue on the due date for payment under the Notes. Each The Issuer shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the GuarantorsNotes), and the Issuer and the such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the any Paying Agent need not be segregated except as required by law and in no event shall the any Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed disbursed, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)payment default, upon written request to the a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such paymentdoing so, the Paying Agent shall have no further liability for the money delivered so paid over to the Trustee.

Paying Agent to Hold Money in Trust. On or Not later than 10:00 a.m. London, England time, one Business Day prior to each due date of the principal or principal, premium, if any, and interest on any Notes, the Issuer shall deposit with the Paying Agent a sum money in immediately available funds sufficient to pay such principal principal, premium, if any, and interest when so becoming duedue on the due date for payment under the Notes. Each The Paying Agent (and, if applicable, each other Paying Agent) shall remit such payment in a timely manner to the Holders on the relevant due date for payment, it being acknowledged by each Holder that if the Issuer deposits such money with the Paying Agent after the time specified in the immediately preceding sentence, the Paying Agent shall, to the extent it is able, remit such money to the Holders on the relevant due date for payment, unless such remittance is impracticable having regard to applicable banking procedures and timing constraints, in which case the Paying Agent shall remit such money to the Holders on the next Business Day, but without liability for any interest resulting from such late payment. For the avoidance of doubt, the Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Issuer. The Issuer shall require each Paying Agent other than the Trustee (including where acting as the Paying Agent) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the GuarantorsNotes), and the Issuer and the such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed disbursed, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)payment default, upon written request to the a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such paymentdoing so, the Paying Agent shall have no further liability for the money delivered so paid over to the Trustee. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, it shall, on or 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 pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. If the Issuer has notified the Trustee and the Paying Agent in writing that the Issuer intends to effect a defeasance or to satisfy and discharge this Indenture in accordance with the provisions of Article Eight, the Paying Agent (until notified by the Trustee to the contrary) will act thereafter as Paying Agent of the Trustee and not the Issuer in relation to any amounts deposited with it in accordance with the provisions of Article Eight.

Paying Agent to Hold Money in Trust. On or prior to each due By no later than 11:00 a.m. (New York City time) on the date of the on which any principal of, premium, if any, or interest on any NotesNote is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders Noteholders or the Trustee all money held by the such Paying Agent for the payment of principal of or premium of, premium, if any, or interest on the Notes (whether such money has assets have been paid distributed to it by the Issuer or any other obligor obligors on the Notes or the GuarantorsNotes), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer or any Subsidiary Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Restricted Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the 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 Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds or assets disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.4, the Paying Agent (if other than the Issuer or a Restricted Subsidiary) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium of, premium, if any, or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsNotes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If Money held in trust by any Paying Agent need not be segregated except as required by law and in no event shall any Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Issuer Company or a Subsidiary of the Issuer serves an Affiliate thereof acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as such money in a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed disbursed, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)) hereof, upon written request to the a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or The Issuer shall, no later than 11:00 a.m. (Eastern time) on the Business Day prior to each due date for the payment of the principal or of, premium, if any, and interest on any of the Notes, the Issuer shall deposit with the a Paying Agent a sum sufficient to pay such principal amount, such sum to be held in trust for the Holders entitled to the same, and interest when (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of its action or failure so becoming dueto act. Each The Issuer shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the such Paying Agent for the payment of principal of or premium or of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If While any such default continues, the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time Trustee may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may Trustee. The Issuer at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, may require such a Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying AgentTrustee. Upon making such paymentpayment over to the Trustee, the a Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money delivered held by it as Paying Agent. In addition to the Trusteeappointment in Section 2.03, upon, any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the Guarantors), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder, provided that if the Company or an Affiliate thereof 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 Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium of, premium, if any, or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsNotes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If Money held in trust by any Paying Agent need not be segregated except as required by law and in no event shall any Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Issuer Company or a Subsidiary of the Issuer serves an Affiliate thereof acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as such money in a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed disbursed, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)) hereof, upon written request to the a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the applicable Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or of and interest on any NotesNote, the Issuer shall deposit with the relevant Paying Agent (or if the Issuer or one of its wholly owned Subsidiaries 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. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. The Trustee may, and upon direction of Holders of a majority in principal amount of the outstanding Notes will, at any time during the continuance of any Default specified in Section 6.01(a) or 6.01(b), upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds distributed by the Paying Agent. Upon making such paymentcomplying with this Section 2.05, the no Paying Agent shall have no any further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or One Business Day prior to or on each due date of the principal or of and interest on any NotesSecurity, the Issuer shall deposit with the a Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Securities, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Wholly-Owned Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderPersons entitled thereto. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section, the a Paying Agent shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Securities.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes Securities (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsSecurities), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default Default by the Issuer Company (or any other obligor on the NotesSecurities) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof 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 Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such the Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium of, premium, if any, or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsNotes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If Money held for the Issuer or a Subsidiary benefit of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust Holders by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold such money in a separate fund for the benefit of the Holders. The Issuer Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed disbursed, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)Default, upon written request to the Paying Agent, require such the Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to Not later than 10:00 a.m. New York City time on each due date of the principal any Principal or interest on any Notes, the Issuer Company shall deposit with the Paying Agent a sum money in immediately available funds sufficient to pay such principal and interest when so becoming duePrincipal or interest. Each The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders of such Notes or the Trustee all money held by the Paying Agent for the payment of principal Principal of or premium or and interest on the such Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) Company in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed disbursed, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)payment default, upon written request to the a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such paymentdoing so, the Paying Agent shall have no further liability for the money delivered so paid over to the Trustee. If the Company or any Affiliate of the Company acts as Paying Agent, it will, on or before each due date of any Principal of or interest on the Notes, 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.

Paying Agent to Hold Money in Trust. On or prior to 12:00 p.m., New York City time, on each due date of the principal or interest on any Notes, the Issuer Issuers shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer Issuers or any other obligor on the Notes or the Guarantors), and the Issuer Issuers and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Issuers (or any other obligor on the Notes) in making any such payment. If the Issuer Company or a Subsidiary of the Issuer Company serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Issuers at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or of and interest on any NotesNote, the Issuer shall deposit with the each Paying Agent (or if Hexion or a Wholly Owned Subsidiary of Hexion 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. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer Hexion or a Wholly Owned Subsidiary of the Issuer serves Hexion acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderPersons entitled thereto. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.05, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due By no later than 11:00 a.m. (New York City time) on the date of the principal on which any principal, premium, if any, or interest on any NotesNote is due and payable, the Issuer Issuers shall deposit with the Paying Agent a sum sufficient to pay such principal and principal, premium, if any, or interest when so becoming due. Each The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders Noteholders or the Trustee all money held by the such Paying Agent for the payment of principal of or premium of, premium, 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 or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Issuers in making any such payment and shall, during the continuance of any default by the Issuers (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes. If the Issuer or a Subsidiary either of the Issuer serves Issuers or any of their respective Subsidiaries acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Issuers at any time may require the 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 Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.4, the Paying Agent (if other than one of the Issuers or a Subsidiary of the Issuers) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to an Issuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Subsidiary Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If either of the Issuer or a Subsidiary of the a Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(16.01(a) or (2b), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or of and interest on any NotesSecurity, the Issuer shall deposit with the each Paying Agent (or if the Issuer or a 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 (and any related fees contemplated by this Indenture) when so becoming due. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes Securities (whether and any such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantorsrelated fees), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (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. If the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the benefit of the Persons entitled thereto. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying Agent need if 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 hereunderotherwise so acting. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.05, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to 11:00 a.m. (New York time) on each due date of the principal or of and interest on any NotesNote, the 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. Each If the Issuer or a Subsidiary acts as Paying Agent 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 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 of or premium principal, premium, 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 or the Guarantors)Notes, and the Issuer and the Paying Agent shall will notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If While any such default continues, the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time Trustee may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may Trustee. The Issuer at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, may require such a Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying AgentTrustee. Upon making such paymentpayment 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 delivered money. Upon any bankruptcy or reorganization proceedings relating to the TrusteeIssuer, 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) 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.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or of and interest on any NotesSecurity of any series, the Issuer shall deposit with the relevant Paying Agent (or if the Issuer or one of its wholly owned Subsidiaries 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. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or and interest on the Notes (whether Securities of each such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)series, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the NotesSecurities of such series) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. The Trustee may, and upon direction of Holders of a majority in principal amount of the outstanding Securities of any series will with respect to Securities of such series, at any time during the continuance of any Default specified in Section 6.01(a) or 6.01(b), upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds distributed by the Paying Agent. Upon making such paymentcomplying with this Section 2.05 and Clause 3.5 of the Agency Agreement, the no Paying Agent shall have no any further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or Not later than ----------------------------------- 12:00 noon (New York Time) one Business Day prior to each due date of the principal or and interest on any Notes, the Issuer Company shall deposit with the Paying Agent a sum money in immediately available funds sufficient to pay such principal and interest when so becoming duedue on the due date for payment under the Notes. Each The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsNotes), and the Issuer and the such Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the any Paying Agent need not be segregated except as required by law and in no event shall the any Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed disbursed, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)payment default, upon written request to the a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such paymentdoing so, the Paying Agent shall have no further liability for the money delivered so paid over to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to 10:00 a.m., New York City time, on each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1clause (1) or (2)) of Section 6.01, upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or interest on any NotesSecurity, the Issuer Company shall deposit with the Paying Agent a sum sufficient to pay such principal and or interest when so becoming due. Each The Company shall require each Paying Agent (other than the Trustee in its capacity as Paying Agent) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), Securities and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) Company in making any such payment. If the Issuer Company or a any Subsidiary of the Issuer serves Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentcomplying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee. Any money deposited with any Paying Agent, or then held by the Company or any Subsidiary of the Company in trust for the payment of principal 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 Company at its request, or, if then held by the Company or any such Subsidiary, shall 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 with respect to such money, and all liability of the Company or such Subsidiary as trustee thereof, shall thereupon cease.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or of and interest on any NotesSecurity, the Issuer shall deposit with the each Paying Agent (or if the Issuer or a 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. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Securities, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (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. If the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the benefit of the Persons entitled thereto. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying Agent need if 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 hereunderotherwise so acting. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.05, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to 10:00 A.M., New York City time, on each due date of the principal or principal, interest and Additional Amounts, if any, on any NotesSecurity, the Issuer Issuers shall deposit with the Paying Agent a sum sufficient to pay such principal principal, interest and interest when Additional Amounts, if any, then so becoming due. Each The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), Securities and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) Issuers in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Issuers at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentcomplying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee. Any money deposited with any Paying Agent in trust for the payment of principal, interest or Additional Amounts, if any, on any Security and remaining unclaimed for two years after such principal and interest has become due and payable shall be paid to the relevant Issuer at its request; and the Securityholders shall thereafter, as unsecured general creditors, look only to the Issuers for payment thereof, and all liability of the Paying Agent with respect to such money shall thereupon cease.

Paying Agent to Hold Money in Trust. On or prior to No later than 10:00 a.m. New York time on each due date of the principal or of, interest and premium (if any) on any NotesNote, the Issuer Issuers shall deposit with the Paying Agent (or if either Issuer 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 principal, interest and interest premium (if any) when so becoming duedue and subject to receipt of such monies, the Paying Agent shall make payment on the Notes in accordance with this Indenture. Each The Issuers shall require each Paying Agent to agree in writing (and each Paying Agent party to this Indenture agrees) that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or principal, interest and premium or interest (if any) on the Notes Notes, but such Paying Agent 18 may use such monies as banker in the ordinary course of business without accounting for profits (whether such money has been paid to it by other than in the Issuer or any other obligor on the Notes or the Guarantors)case of Article 8), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) Issuers in making any such payment. If the either Issuer or a Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Issuers at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentcomplying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and Trustee for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.05.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date the ----------------------------------- Stated Maturity of the principal or of, premium (if any) and interest on any NotesSecurity, the Issuer shall deposit with the Paying Agent a sum money sufficient to pay such principal principal, premium (if any) and interest when so becoming due. Each The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or of, premium or (if any) and interest on the Notes Securities (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), Securities) and the Issuer and the Paying Agent shall notify the Trustee in writing of any default failure by the Issuer (or any other obligor on the NotesSecurities) in making any such payment. If While any such failure continues, the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time Trustee may require the a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed and the Trustee may disbursed. The Issuer at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, may require such a Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying AgentTrustee. Upon making such paymentpayment over to the Trustee, the Paying Agent (if other than the Issuer) shall have no further liability for the money delivered so paid over to the Trustee. If the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Securityholders all money held by it as Paying Agent.

Paying Agent to Hold Money in Trust. On or prior to 12 p.m. New York City time on each due date of the principal or of, premium (if any), interest and Special Interest (if any) on any NotesNote, the Issuer shall deposit with the each Paying Agent (or if the Issuer or a Wholly Owned Subsidiary of the Issuer 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 amounts when so becoming due. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or of, premium or (if any), interest and Special Interest (if any) on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (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. If the Issuer or a Wholly Owned Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunderbenefit of Holders. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section, the a Paying Agent (if other than the Issuer or one of its Wholly Owned Subsidiaries) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the The Issuer shall deposit with require each Paying Agent, other than the Trustee, to agree in writing that the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall will hold in trust trust, for the benefit of the Holders of any Series of Notes or the Trustee Trustee, all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Series of Notes, and the Issuer and the Paying Agent shall will notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If While any such default continues, the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time Trustee may require the a Paying Agent to pay all money held by it to the Trustee Trustee. Notwithstanding anything in this Section 2.06 to the contrary, (i) the agreement to hold sums in trust as provided in this Section 2.06 is subject to the provisions of Section 8.06, and account for any funds disbursed and (ii) the Trustee Issuer may at any time during time, for the continuance purpose of obtaining the satisfaction and discharge of this Indenture or for any Event of Default specified in Section 6.01(1) other purpose, pay, or (2)direct any Paying Agent to pay, upon written request to the Trustee all sums held in trust by the Issuer or such Paying Agent, require such sums to be held by the Trustee upon the same terms and conditions 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, such Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall be released from all further liability with respect to pay forthwith the money. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of Notes all money so held by it to the Trustee and to account for any funds disbursed by the as Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer Company or the Guarantors or any other obligor on the Notes or the GuarantorsNotes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof 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 Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to The Issuer shall, by no later than 10:00 a.m. (New York City time) on each due date for the payment of the principal or principal, premium, if any, and interest on any of the Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal amount, such sum to be held in trust for the Holders entitled to the same, and interest when the Issuer shall promptly notify the Trustee in writing (which notice may be electronic) of its action or failure so becoming dueto act. Each The Issuer shall require the Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the such Paying Agent for the payment of principal of or premium or principal, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing (which notice may be electronic) of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If While any such default continues, the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time Trustee may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may Trustee. The Issuer at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, may require such a Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentpayment over to the Trustee, the and upon accounting for any funds disbursed, a Paying Agent shall have no further liability for the money. If the Issuer or a Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money delivered held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the TrusteeIssuer, the Trustee shall serve as Paying Agent.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or of and cash interest on any NotesNote, the Issuer shall deposit with the each Paying Agent (or if the Issuer or a 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 cash interest when so becoming due. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and cash interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Wholly Owned Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderPersons entitled thereto. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to before each due date of the principal or of and interest on any Notes, the Issuer Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsNotes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may may, at any time during the continuance of any Event of Default specified in Section 6.01(1) constituting the nonpayment of principal of or (2)interest on the Notes, upon written request to the a Paying Agent, require such Paying Agent to forthwith pay forthwith all money so held by it to the Trustee and to account for any funds disbursed all sums so held in trust by the such Paying AgentAgent together with a complete accounting of such sums. Upon making such paymentdoing so, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or of and interest on any NotesSecurity of each series, the Issuer Issuers shall deposit with the each Paying Agent (or if the Company or a 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. Each The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes (whether Securities of such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)series, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) Issuers in making any such payment. If the Issuer Company or a Wholly Owned Subsidiary of the Issuer serves Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the Paying Agent need not be segregated except as required by law and in no event shall benefit of Holders or the Paying Agent be liable for any interest on any money received by it hereunderTrustee. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the GuarantorsNotes), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Issuer or an Affiliate thereof 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 the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(16.01(a)(i) or (2ii), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or of and interest on any NotesSecurity, the Issuer shall deposit with the each Paying Agent (or if the Issuer or a 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. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Securities, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (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. If the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderPersons entitled thereto. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.05, the a Paying Agent shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will automatically serve as the Paying Agent if not otherwise so acting.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on any series of the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantorsany Guarantor), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the NotesNotes or any Guarantor) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1clause (1) or (2)) of Section 6.01 hereof, upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to before each due date of the principal or and interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the GuarantorsNotes), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may may, at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)Payment Default, upon written request to the a Paying Agent, require such Paying Agent to forthwith pay forthwith all money so held by it to the Trustee and to account for any funds disbursed all sums so held in trust by the such Paying AgentAgent together with a complete accounting of such sums. Upon making such paymentdoing so, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or of and interest on any NotesSecurity, the Issuer shall deposit with the each Paying Agent (or if the Issuer or a 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. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall act as an agent for or representative of the Trustee, and act solely as directed by the Trustee, in the administration of the Collateral Account. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent or in the Collateral Account for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Securities, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (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. If the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the benefit of the Persons entitled thereto. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying Agent need if 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 hereunderotherwise so acting. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.05, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or of and interest on any NotesSecurity, the Issuer Issuers shall deposit with the Paying Agent (or if an Issuer or any 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. Each The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium principal, premium, 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 or the Guarantors), Securities and the Issuer and the Paying Agent shall will notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) Issuers in making any such payment. If While any such default continues, the Issuer or Trustee may require a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by (other than the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent Trustee) to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may Trustee. The Issuers at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, may require such a Paying Agent (other than the Trustee) to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentcomplying with this Section, the Paying Agent (if other than the Issuers or a Subsidiary) shall have no further liability for the money delivered to the Trustee. If the Issuers or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to an Issuer, the Trustee shall serve as Paying Agent for the Securities.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal principal, premium (if any) or any payment of interest on with respect to any NotesNote, the Issuer Company shall deposit with the Paying Agent a sum sufficient to pay such principal and principal, premium (if any) or interest when so becoming due. Each The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the such Paying Agent for the payment of principal of or principal, premium (if any) or interest on with respect to the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) Company in making any such payment. If payment and at any time during the Issuer or a Subsidiary continuance of any such default, upon the written request of the Issuer serves Trustee, shall forthwith pay to the Trustee all sums held in trust by such Paying Agent. Except as provided in the following sentence, money held by the Paying Agent need not be segregated from other funds except to the extent required by law. In the event that the Company or any of its Subsidiaries or any of their Affiliates is acting as Paying Agent, it the Company or such Subsidiary or Affiliate shall segregate the money all funds held by it as Paying Agent and hold it them as a separate trust fund. Money held in trust by fund for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderHolders or the Trustee. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.04, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or At least one Business Day prior to each due date of the principal or and interest on any NotesSecurity, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), Securities and the Issuer and the Paying Agent shall notify the Trustee in writing of any default Default by the Issuer (or any other obligor on the Notes) Guarantor in making any such payment. If the Issuer or a Subsidiary of the Issuer serves any Guarantor acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentcomplying with this Section, the Paying Agent (if other than the Issuer or a Guarantor) shall have no further liability for the money delivered to the Trustee. Upon any proceeding under any Bankruptcy Law with respect to the Issuer or any Guarantor, if the Issuer or any Guarantor is then acting as Paying Agent, the Trustee shall replace the Issuer or Guarantor as Paying Agent.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or and interest on any NotesNote, the Issuer shall deposit with the Principal Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each The Issuer shall on the second Business Day before the due date of each payment by it pursuant to this Section 2.04 procure that the bank effecting payment for it confirms by tested telex or authenticated SWIFT message to the Principal Paying Agent the payment instructions relating to such payment. Such amounts will not be subject to the United Kingdom‟s Financial Services Authority‟s Client Money rules and need not be segregated except as required by applicable law. The Principal Paying Agent will not be liable to account for interest on such amounts received by it from the Issuer. The Issuer shall require each Paying Agent (other than the Trustee in its capacity as a Paying Agent) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary an Affiliate of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and and, to the fullest extent possible under applicable law, hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer (or, during the continuance of any payment default, the Trustee) at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentcomplying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Senior Discount Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsSenior Discount Notes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Senior Discount Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof 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 Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.. Table of Contents -34-

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer Issuers shall deposit de posit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer Issuers or any other obligor on the Notes or the Guarantors), and the Issuer Issuers and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Issuers (or any other obligor on the Notes) in making any such payment. If either of the Issuer Issuers or a Subsidiary of the an Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Issuers at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the Subsidiary Guarantors), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof 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 Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Senior Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsSenior Notes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Senior Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof 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 Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or During the period preceding the Securities Assumption, prior to each due date of the principal or and interest on any NotesSecurity, Level 3 Escrow and the Issuer Trustee, at the written direction of Level 3 Escrow, shall cause the Escrow Agent to deposit with the Paying Agent from the escrowed funds a sum sufficient to pay such principal and interest when such becomes due by providing the Escrow Agent with written instructions (attached hereto as Exhibit I) no later than 11:00 a.m. New York City time on such due date to deposit such funds with the Paying Agent. Following the Securities Assumption, prior to each due date of the principal and interest on any Security, Financing shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), Securities and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Wholly Owned Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentcomplying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or of and interest on any NotesSecurity, the Issuer shall deposit with the each Paying Agent (or if the Issuer or a 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. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Securities, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (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. If the Issuer or a Wholly Owned Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the benefit of the Persons entitled thereto. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying Agent need if 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 hereunderotherwise so acting. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.05, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Senior Subordinated Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Senior Subordinated Notes or the Guarantors), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Senior Subordinated Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder, provided that if the Company or an Affiliate thereof 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 Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Senior Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Senior Notes or the Guarantors), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Senior Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof 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 Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or of and interest on any NotesSecurity, the Issuer shall deposit with the each Paying Agent (or if the Issuer or a 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 (and any applicable Exit Fee) when so becoming due. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall act as an agent for or representative of the Trustee. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes Securities (whether such money has been paid to it by the Issuer or and any other obligor on the Notes or the Guarantorsapplicable Exit Fee), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (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. If the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the benefit of the Persons entitled thereto. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying Agent need if 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 hereunderotherwise so acting. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.05, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium of, premium, if any, or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsNotes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If Money held in trust by any Paying Agent need not be segregated except as required by law and in no event shall any Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Issuer Company or a Subsidiary of the Issuer serves an Affiliate thereof acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as such money in a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed disbursed, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)) hereof or upon any bankruptcy or insolvent reorganization proceeding relating to the Company, upon written request to the a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On Prior to or prior to on each due date of the principal or of and interest on any NotesSecurity, the Issuer shall deposit with the a Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Securities, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default Default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section, the a Paying Agent shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Securities. For the avoidance of doubt, the Paying Agent shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent until the Paying Agent has confirmed receipt of funds sufficient to make such relevant payment.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal Accreted Value of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Subsidiary Guarantors, if any), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Issuer or an Affiliate thereof 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 the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on of any NotesSecurity, the Issuer shall deposit with the each Paying Agent (or if the Issuer 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. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall act as an agent for or representative of the Trustee, and act solely as directed by the Trustee, in the administration of each of the Reserve Account and the Collateral Account and hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent or in the Reserve Account or in the Collateral Account for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Securities, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (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. If the Issuer or a Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the benefit of the Persons entitled thereto. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying Agent need if 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 hereunderotherwise so acting. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.05, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1clause (1) or (2)) of Section 6.01, upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to before 10:00 a.m. each due date of the principal of or interest interest, to the extent such interest, if any, shall be paid in cash, on any Senior Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and or interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Senior Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the GuarantorsSenior Notes), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Senior Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed Trustee, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)5.1, upon written request to the a Paying Agent, require such Paying Agent to forthwith pay forthwith all money so held by it to the Trustee and to account for any funds disbursed all sums so held in trust by the such Paying AgentAgent together with a complete accounting of such sums. Upon making such paymentdoing so, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to 11:00 a.m. New York City time, on each due date of the principal on which any principal, premium, if any, or interest on any NotesNote is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal principal, premium, if any, and interest when so becoming due. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of of, or premium premium, if any, interest, if any, or interest on Additional Amounts, if any, on, the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer Parent or a Subsidiary any of the Issuer serves 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. Money held in trust by fund for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderHolders. The Issuer at any time may require the a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and account for any funds disbursed Trustee, and the Trustee may at any time during the continuance of any Event of Default specified in under Section 6.01(16.01(a) or (2b), upon written request to the a Paying Agent, require such Paying Agent to forthwith pay forthwith all money so held by it to the Trustee and all sums so held in trust by such Paying Agent and, in each case, to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section, the Paying Agent (if other than the Parent or any of its Subsidiaries) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. On or ‌ The Issuer shall, no later than 11:00 a.m. (Eastern time) on the Business Day prior to each due date for the payment of the principal or of, premium, if any, and interest on any of the Notes, the Issuer shall deposit with the a Paying Agent a sum sufficient to pay such principal amount, such sum to be held in trust for the Holders entitled to the same, and interest when (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of its action or failure so becoming dueto act. Each The Issuer shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the such Paying Agent for the payment of principal of or premium or of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If While any such default continues, the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time Trustee may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may Trustee. The Issuer at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, may require such a Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying AgentTrustee. Upon making such paymentpayment over to the Trustee, the a Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money delivered held by it as Paying Agent. In addition to the Trusteeappointment in Section 2.03, upon, any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. On or prior to each ----------------------------------- due date of the principal principal, premium (if any) or any payment of interest on with respect to any NotesNote, the Issuer Company shall deposit with the Paying Agent a sum sufficient to pay such principal and principal, premium (if any) or interest when so becoming due. Each The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the such Paying Agent for the payment of principal of or principal, premium (if any) or interest on with respect to the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) Company in making any such payment. If payment and at any time during the Issuer or a Subsidiary continuance of any such default, upon the written request of the Issuer serves Trustee, shall forthwith pay to the Trustee all sums held in trust by such Paying Agent. Except as provided in the following sentence, money held by the Paying Agent need not be segregated from other funds except to the extent required by law. In the event that the Company or any of its Subsidiaries or any of their Affiliates is acting as Paying Agent, it the Company or such Subsidiary or Affiliate shall segregate the money all funds held by it as Paying Agent and hold it them as a separate trust fund. Money held in trust by fund for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderHolders or the Trustee. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section 2.04, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. (a) On or prior to each the due date of the principal or of and interest on any NotesSecurities, the Issuer Company shall deposit with the Paying Agent cash or cleared funds in a sum sufficient to pay such principal and interest when so becoming due. Each . (b) Notwithstanding the foregoing, in the event the Company elects to pay the accrued interest due to the Securityholders by delivery of Common Stock in lieu of cash, the Company shall deposit with the Paying Agent, on or prior to the due date of the interest payment, stock certificate(s) in the name of each Securityholder representing the number of shares of Common Stock such Securityholder is entitled to receive calculated by dividing the aggregate amount of accrued interest due to such Securityholder by the Conversion Price. (c) The Paying Agent shall hold in trust for the benefit of the Holders Securityholders or the Trustee all money and/or stock certificates held by the Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), Securities and the Issuer and the Paying Agent shall promptly notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) Company in making any such payment. If the Issuer Company or a Subsidiary of the Issuer serves an Affiliate acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and to deliver all stock certificates held by it, if any, to the Trustee. The Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)payment default, upon written request to the a Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed and to deliver all stock certificates held by it, if any, to the Paying AgentTrustee. Upon making such paymentdoing so, the Paying Agent (if other than the Company) shall have no further liability for the money delivered to or the Trusteestock.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(16.01 (1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee. If the Issuer or a Subsidiary acts as Paying Agent, it shall aggregate and hold in a separate trust fund for the benefit of the Holders all monies held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, subject to the provisions of Article 11 hereof, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. On or prior to before each due date of the principal of, premium if any, interest or interest Additional Amounts, if any, on any Senior Notes, the Issuer Company shall deposit with the Paying Agent a sum sufficient to pay such principal and principal, premium if any, interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium interest or interest Additional Amounts, if any, on the Senior Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsSenior Notes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company or any Guarantor (or any other obligor on the Senior Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed Trustee, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(16.1(1) or (2), upon written request to the a Paying Agent, require such Paying Agent to forthwith pay forthwith all money so held by it to the Trustee and to account for any funds disbursed all sums so held in trust by the such Paying AgentAgent together with a complete accounting of such sums. Upon making such paymentdoing so, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to No later than 10:00 a.m. New York time on each due date of the principal or of, interest and premium (if any) on any NotesNote, the Issuer shall deposit with the Paying Agent (or if the Issuer 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 principal, interest and interest premium (if any) when so becoming duedue and subject to receipt of such monies, the Paying Agent shall make payment on the Notes in accordance with this Indenture. Each The Issuer shall require each Paying Agent to agree in writing (and each Paying Agent party to this Indenture agrees) that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or principal, interest and premium or interest (if any) on the Notes Notes, but such Paying Agent may use such monies as banker in the ordinary course of business without accounting for profits (whether such money has been paid to it by other than in the Issuer or any other obligor on the Notes or the Guarantors)case of Article 8), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentcomplying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee. For the avoidance of doubt, the Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent and Trustee for which payment instructions are not made or that are not otherwise deposited by the respective times set forth in this Section 2.05.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held received by the Paying Agent for the payment of principal of principal, premium, or premium or interest interest, if any, on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsNotes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default failure by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money Money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated (other than when the Company acts as a Paying Agent), except as required by law law, and in no event shall the any Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the each Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed disbursed, and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2)may, upon written request to the Paying Agentif such a default has occurred and is continuing, require such any Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the relevant Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money delivered to the Trustee. If the Company or a Subsidiary 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 bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. On or prior to each due By no later than 10:00 a.m. (New York City time) on the date of the on which any principal of, premium, if any, or interest on any NotesNote is due and payable, the Issuer Issuers shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal and principal, premium or interest when so becoming due. Each The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the such Paying Agent for the payment of principal of or premium of, premium, if any, or interest on the Notes (whether such money has assets have been paid distributed to it by the Issuer Issuers or any other obligor obligors on the Notes or the GuarantorsNotes), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Issuers or any Subsidiary Guarantor in making any such payment and shall during the continuance of any default by the Issuers (or any other obligor on upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such paymentPaying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer Issuers or a Subsidiary of the Issuer serves Issuers acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Issuers at any time may require the 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 Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds or assets disbursed by the such Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.complying with this

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or of and interest on any NotesNote, the Issuer Issuers shall deposit with the each Paying Agent (or if QD LLC or a 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. Each The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Notes, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) Issuers in making any such payment. If the Issuer QD LLC or a Wholly-Owned Subsidiary of the Issuer serves QD LLC acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderPersons entitled thereto. The Issuer Issuers at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section, the a Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the GuarantorsNotes), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to before each due date of the principal or of and interest on any Notes, the Issuer Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the GuarantorsNotes), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Company at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee Trustee, may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the a Paying Agent, require such Paying Agent to forthwith pay forthwith all money so held by it to the Trustee and to account for any funds disbursed all sums so held in trust by the such Paying AgentAgent 33 28 together with a complete accounting of such sums. Upon making such paymentdoing so, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or During the period preceding the Securities Assumption, prior to each due date of the principal or and interest on any NotesSecurity, Level 3 Escrow and the Issuer Trustee shall cause the Escrow Agent to deposit with the Paying Agent from the escrowed funds a sum sufficient to pay such principal and interest when such becomes due by providing the Escrow Agent with written instructions (attached hereto as Exhibit I) no later than 11:00 a.m. New York City time on such due date to deposit such funds with the Paying Agent. Following the Securities Assumption, prior to each due date of the principal and interest on any Security, Financing shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), Securities and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Wholly Owned Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentcomplying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to 12:00 noon, New York City time, on each due date of the principal or interest on any Notes, the Issuer Issuers shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer Issuers or any other obligor on the Notes or the Guarantors), and the Issuer Issuers and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Issuers (or any other obligor on the Notes) in making any such payment. If the Issuer Company or a Subsidiary of the Issuer Company serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer Issuers at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or and interest on any NotesNote, the Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum (in U.S. dollars only) sufficient to pay such principal and interest when so becoming due. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such paymentcomplying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Paying Agent to Hold Money in Trust. On No later than 12:00 p.m. (New York City time) on or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the Guarantors), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder, provided that if the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the The Issuer shall deposit with require each Paying Agent other than the Trustee to agree in writing that the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall (a) hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium principal, or interest on on, the Notes Notes, (whether such money has been paid to it b) notify the Trustee of any Default by the Issuer or any other obligor on the Notes or the Guarantors), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If , and (c) while any such Default continues, upon the Issuer or a Subsidiary written request of the Issuer serves as Paying AgentTrustee, it shall segregate pay to the Trustee all money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderHolders or the Trustee. The Issuer 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, the Paying Agent (if other than the Issuer or any of its Subsidiaries) shall have no further liability for such money. If the Issuer or any of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. During the continuance of a Default under this Indenture, the Trustee may require a Paying Agent to pay all money held by it to the Trustee and account for Trustee. Upon any funds disbursed and Insolvency Event relating to the Issuer, the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the serve as Paying Agent. Upon making such paymentcomplying with this Section 2.4, the Paying Agent shall have no further liability for the money delivered delivered. For the avoidance of doubt, each Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments and disbursements to be made by it (i) for which payment instructions are not made or that are not otherwise deposited by the Trusteerespective times set forth in this Section 2.4 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.

Paying Agent to Hold Money in Trust. On or prior to each due date of the principal or interest on any Notes, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer Company or any other obligor on the Notes or the Guarantors), and the Issuer Company and the Paying Agent shall notify the Trustee in writing of any default by the Issuer Company (or any other obligor on the Notes) in making any such payment. If the Issuer or a Subsidiary of the Issuer serves as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof 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 Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the Paying Agentdisbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee. The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the redemption of Notes, except the unredeemed portion of any Note being redeemed in part.

Paying Agent to Hold Money in Trust. On or prior Prior to each due date of the principal or of and interest on any NotesSecurity, the Issuer shall deposit with the each Paying Agent (or if the Issuer or a 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. Each The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the a Paying Agent for the payment of principal of or premium or and interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or the Guarantors)Securities, and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes) in making any such payment. If the Issuer or a Wholly Owned Subsidiary of the Issuer serves acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. Money held in trust by for the Paying Agent need not be segregated except as required by law and in no event shall benefit of the Paying Agent be liable for any interest on any money received by it hereunderPersons entitled thereto. The Issuer at any time may require the a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed by the such Paying Agent. Upon making such paymentcomplying with this Section, the a Paying Agent shall have no further liability for the money delivered to the Trustee.